SecProbe.io

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 Monica J. Shilling, P.C. To Call Writer Directly: +1 310 552 4355 monica.shilling@kirkland.com
 2049 Century Park East, 37th Floor Los Angeles, CA 90067 United States
 +1 310 552 4200
 www.kirkland.com
 Facsimile: +1 310 552 5900

 May 9, 2025

 VIA EDGAR

 Mr. Aaron Brodsky

 U.S. Securities and Exchange Commission

 Division of Investment Management

 100 F Street, NE

 Washington, D.C. 20549

 Re:
 Ares Capital Corporation Preliminary Proxy Statement Filed April 30, 2025 (File No. 814-00663)

 Dear Mr. Brodsky:

 In
a telephone conversation on May 6, 2025, you provided us with verbal comments on the preliminary proxy statement on Form PRE
14A (the "Proxy Statement"), filed by Ares Capital Corporation ("ARCC" or the "Registrant"). We are
concurrently filing this letter via EDGAR as a correspondence filing.

 Set
forth below are the comments of the staff of the Division of Investment Management (the "Staff") of the Securities and Exchange
Commission provided by you, and immediately below each such comment is ARCC's response with respect thereto and, where applicable,
the location in the relevant filing of the requested disclosure. Capitalized terms used but not defined herein shall have the meanings
set forth in the Proxy Statement. We acknowledge that the Registrant and its management are responsible for the accuracy and adequacy
of their disclosures, notwithstanding any review, comments, action, or absence of action by the Staff. Please note that revisions with
respect to one portion of the Proxy Statement are applicable to all similar portions of the Proxy Statement.

 General

 1.
 Comment: Please confirm whether the Registrant, the Registrant's investment adviser or any of its respective affiliates have entered into a standstill agreement with respect to the Registrant and a third party. If any such agreements exist, please provide a copy of the agreement or direct the Staff to where such agreement is filed on EDGAR.

 Response:
The Registrant confirms that no standstill agreements with respect to the Registrant and a third party have been entered into by the
Registrant, its investment adviser or any of its respective affiliates.

 2.
 Comment: Please confirm if any appraisal rights or similar dissenters' rights apply with respect to any proposal to be acted on at the Special Meeting. If applicable, please indicate (i) the procedures that must be followed by a stockholder, including the deadline, if any, to exercise or perfect such rights; (ii) whether a failure to vote against the proposal will constitute a waiver of such rights; and (iii) whether a vote against the proposal will be deemed to satisfy any applicable notice requirements.

 Response: The Registrant confirms that there are no appraisal rights or similar dissenters' rights with respect to any proposal to be acted on at the Special Meeting.

 Austin Bay Area Beijing Boston Brussels
Chicago Dallas Frankfurt Hong Kong Houston London Miami Munich New York Paris Philadelphia Riyadh Salt Lake City
Shanghai Washington, D.C.

 U.S. Securities and Exchange Commission May 9, 2025 Page 2

 3.
 Comment: Pursuant to Rule 14a-6(e)(1) ("Rule 14a-6(e)(1)") under the Exchange Act, all forms of proxy filed pursuant to section (a) of Rule 14a-6, are required to be clearly marked as "Preliminary Copies." Please confirm that you will mark such forms of proxy as "Preliminary Copies" in future filings made pursuant to section (a) of Rule 14a-6.

 Response: In the future, the Registrant undertakes to clearly identify preliminary proxy forms as preliminary copies in compliance with Rule 14a-6(e)(1).

 * * * * * * * * * * *
* * * * * * * * * * * * * * * * * * * *

 We
look forward to discussing with you any additional questions you may have regarding the Proxy Statement. Please do not hesitate to call
me at (310) 552-4355 or email me at monica.shilling@kirkland.com .

 Very truly yours,

 /s/ Monica J. Shilling

 Monica J. Shilling

 cc:
 Joshua M. Bloomstein, General Counsel, Vice President and Secretary Ares Capital Corporation

 2

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  Monica J. Shilling, P.C.

To Call Writer Directly:

+1 310 552 4355

monica.shilling@kirkland.com

  2049 Century Park East, 37th Floor

Los Angeles, CA 90067

United States

+1 310 552 4200

www.kirkland.com

  Facsimile:

+1 310 552 5900

May 14, 2024

VIA EDGAR

Ms. Kimberly A. Browning

U.S. Securities and Exchange Commission

Division of Investment Management

100 F Street, NE

Washington, D.C. 20549

    Re:
    Ares Capital Corporation Preliminary Proxy Statement Filed April 30, 2024 (File No. 814-00663)

Dear Ms. Browning:

In a telephone conversation
on May 8, 2024, you provided us with verbal comments on the preliminary proxy statement on Form PRE 14A (the “Proxy Statement”),
filed by Ares Capital Corporation (“ARCC” or the “Registrant”). We are concurrently filing this letter via EDGAR
as a correspondence filing.

Set forth below are the
comments of the staff of the Division of Investment Management (the “Staff”) of the Securities and Exchange Commission provided
by you, and immediately below each such comment is ARCC’s response with respect thereto and, where applicable, the location in the
relevant filing of the requested disclosure. Capitalized terms used but not defined herein shall have the meanings set forth in the Proxy
Statement. We acknowledge that the Registrant and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action, or absence of action by the Staff. Please note that revisions with respect to one portion of the Proxy Statement
are applicable to all similar portions of the Proxy Statement.

General

    1.

    Comment: Please confirm that
    the virtual meeting will be held in compliance with the Staff’s written statement “Staff Guidance for Conducting Shareholder
    Meetings in Light of COVID-19 Concerns” (the “Virtual Meeting Guidance”).

    Response: The Registrant confirms
    that it has reviewed the Virtual Meeting Guidance and the Registrant’s Special Meeting of Stockholders (the “Special Meeting”)
    to be held virtually on August 8, 2024 will be held in accordance with the Virtual Meeting Guidance. Specifically, as described on
    Page 1 of the Proxy Statement, stockholders will be afforded the same rights and opportunities to vote, ask questions and participate
    at the Special Meeting as they would at an in-person special meeting. Additionally, the Registrant will revise the Proxy Statement to
    add additional disclosure regarding the availability of technical assistance; see the Registrant’s response to Comment 3 below.

Austin   Bay Area    Beijing    Boston    Brussels    Chicago    Dallas   Hong Kong    Houston    London   Los Angeles    Munich   New York    Paris    Salt Lake City   Shanghai    Washington, D.C.

U.S. Securities and Exchange Commission

May 14, 2024

Page 2

    2.

    Comment: Please confirm that
    a virtual meeting is permissible under the Registrant’s governing documents and applicable law.

    Response: The Registrant confirms
    that a virtual meeting is permissible under the Registrant’s governing documents and applicable law, which is Maryland law, and
    the Special Meeting will be held in accordance with such governing documents and applicable law. Section 3 of Article II of the Registrant’s
    Bylaws provides that the date and time and place of a special meeting may be set by any Chairman of the Registrant’s board of directors,
    the Registrant’s President or the Board of Directors, whichever has called the meeting. The Registrant’s bylaws do not prohibit
    holding a stockholder meeting by remote communication. Further, Section 2-503 of the Maryland General Corporation Law provides that if
    a board of directors is authorized to determine the place of stockholder meetings, the board of directors may determine that the meeting
    be held partially or solely by means of remote communication.

    3.

    Comment: Please revise the Proxy
    Statement to include additional disclosure related to accessing the virtual meeting and the availability of technical assistance.

    Response: The Registrant undertakes
    to revise the Stockholder Letter, Notice of Special Meeting of Stockholders, and page 1 of the Proxy Statement to include the disclosure
    below regarding accessing the virtual meeting and the availability of technical assistance:

    Stockholders are encouraged to enter the
    virtual Special Meeting site prior to the start time in order to leave ample time to confirm the internet connection is sufficient to
    access the site and to allow sufficient time to log in and familiarize themselves with the virtual meeting platform. The virtual meeting
    platform is supported across different internet browsers and various devices (desktops, laptops, tablets, and cell phones) that have the
    most updated version of applicable software installed. Technical support will be available beginning 15 minutes prior to, and through
    the conclusion of, the Special Meeting. For stockholders encountering any difficulties while accessing the virtual meeting during the check-in or meeting time, a technical assistance
phone number will be made available on the virtual meeting registration page 15 minutes prior to the start time of the meeting.

    The Registrant further undertakes
    to revise the second paragraph under “Other Matters” in the Proxy Statement to add the bolded disclosure
    below:

    You are cordially invited to attend
the Special Meeting electronically at www.virtualshareholdermeeting.com/ARCC2024SM. Whether or not you plan to attend the Special Meeting,
you are requested to promptly fill out, sign, date and mail the enclosed proxy card or authorize your proxy by telephone or through the
Internet as soon as possible. The Special Meeting will be held in a virtual format only. You will not be able to attend the Special
Meeting physically. To be admitted to the Special Meeting at www.virtualshareholdermeeting.com/ARCC2024SM, you must enter the control
number found on your proxy card, voting instruction form or notice you will receive. Please allow time for online check-in procedures.
You may vote during the Special Meeting by following the instructions available on the meeting website during the meeting. If you encounter any difficulties while accessing the virtual meeting during the check-in or meeting time, a technical assistance phone
number will be made available on the virtual meeting registration page 15 minutes prior to the start time of the meeting.

U.S. Securities and Exchange Commission

May 14, 2024

Page 3

    4.

    Comment: Please revise the Notice
    of Special Meeting and the Proxy Card to clarify how long the authorization for the Registrant to sell or otherwise issue shares of its
    common stock at a price below its then current net asset value per share would be effective for, if approved at the Registrant’s
    special meeting.

    Response: The Registrant
    acknowledges the Staff’s comment and undertakes to revise the Notice of Special Meeting and the Proxy Card to add the bolded disclosure
    below.

    Notice of Special Meeting:

    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, par
    value $0.001 per share (the “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). If approved, the authorization would be effective for common stock issued during a twelve-month period expiring
    on the anniversary of the date of this Special Meeting.

    Proxy Card:

    To authorize the Company, with the
    approval of its board of directors, to sell or otherwise issue shares of its common stock, par value $0.001 per share (the “common
    stock”), at a price below its then current net asset value per share subject to the limitations set forth in the proxy statement
    for the special meeting of stockholders (including, without limitation, that the number of shares issued does not exceed 25% of the
    Company’s then outstanding common stock). If approved, the authorization would be effective for common stock issued during
    a twelve-month period expiring on the anniversary of the date of this Special Meeting.

    5.

    Comment: Please enhance
    the Proxy Statement to clarify that the costs of solicitation of proxies being borne by the Registrant will be indirectly borne by
    the stockholders of the Registrant.

    Response: The Registrant
acknowledges the Staff’s comment and undertakes to revise page 2 of the Proxy Statement to add the bolded disclosure
below:

    The Company, and, ultimately,
    its stockholders, will bear the cost of solicitation of proxies in the form accompanying this statement.

    6.

    Comment: Under “Stockholder
    Nominations and Proposals for the 2025 Annual Meeting” on page 14 of the Proxy Statement, please clarify the difference between
    a stockholder “submitting” a proposal or nomination and a proposal or notice being “delivered” or revise for consistency.

    Response: The Registrant
acknowledges the Staff’s comment and undertakes to revise the Proxy Statement to remove references to “submitting”
stockholder proposals or nominations and instead clarify that stockholder nominations or other proposals being proposed for inclusion
in the Registrant’s proxy statement pursuant to the Registrant’s bylaws must be “delivered” in accordance with
Section 11 of Article II of the Registrant’s bylaws.

U.S. Securities and Exchange Commission

May 14, 2024

Page 4

    7.

    Comment: Please enhance the disclosure
    set forth in “Stockholder Nominations and Proposals for the 2025 Annual Meeting” in the Proxy Statement to provide a method
    for delivery of stockholder proposals and nominations and an address where such proposals and nominations may be delivered.

    Response: The Registrant acknowledges
    the Staff’s comment and undertakes to revise the Proxy Statement in response to the Staff’s comment to provide a method for
    delivery of stockholder proposals and nominations.

    8.

    Comment: Under “Stockholder Nominations and Proposals for the 2025 Annual Meeting” on page 14 of the Proxy Statement, please revise the references
    to “days” to clarify in each instance whether “days” refers to “calendar days”
    or “business days.”

    Response: The Registrant acknowledges
    the Staff’s comment and undertakes to revise the language in such section on page 14 of the Proxy Statement in response to the Staff’s comment to clarify whether references to “days” are intended to refer to “calendar days” or “business days.”

    9.
    Comment: Pursuant to Rule 14a-6(e)(1) (“Rule 14a-6(e)(1)”) under the Exchange Act, all forms of proxy filed pursuant to section (a) of Rule 14a-6, are required to be clearly marked as “Preliminary Copies.” Please confirm that you will mark such forms of proxy as “Preliminary Copies” in future filings made pursuant to section (a) of Rule 14a-6.

    Response: In
    the future, Registrant undertakes to clearly identify preliminary proxy forms as preliminary copies in compliance with Rule 14a-6(e)(1).

* * * * * * * * * * *
* * * * * * * * * * * * * * * * * * * *

We look forward to discussing with you any
additional questions you may have regarding the Proxy Statement. Please do not hesitate to call me at (310) 552-4355 or email me
at monica.shilling@kirkland.com.

Very truly yours,

    /s/
    Monica J. Shilling

    Monica J. Shilling

    cc:

    Joshua M. Bloomstein, General Counsel, Vice President and Secretary

    Ares Capital Corporation

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      2049
    Century Park East, 37th Floor

    Los Angeles,
    CA 90067

    Monica
    J. Shilling, P.C.

    To Call
    Writer Directly:

    +1 310 552 4355

    monica.shilling@kirkland.com

    United
    States

    +1 310
    552 4200

    Facsimile:

+1 310 552 5900

www.kirkland.com

May 18, 2022

VIA EDGAR

Ms. Anu Dubey, Staff Counsel

U.S. Securities and Exchange Commission

Division of Investment Management

100 F Street, NE

Washington, D.C. 20549

    Re:
    Ares Capital Corporation Preliminary Proxy Statement Filed May 6, 2022 (File No. 814-00663)

Dear Ms. Dubey:

In a telephone conversation
on May 10, 2022, you provided us with verbal comments on the preliminary proxy statement on Form PRE 14A (the “Proxy Statement”),
filed by Ares Capital Corporation (“ARCC” or the “Registrant”). We are concurrently filing this letter via EDGAR
as a correspondence filing.

Set forth below are the
comments of the staff of the Division of Investment Management (the “Staff”) of the Securities and Exchange Commission provided
by you, and immediately below each such comment is ARCC’s response with respect thereto and, where applicable, the location in the
relevant filing of the requested disclosure. Capitalized terms used but not defined herein shall have the meanings set forth in the Proxy
Statement.

General

    1.
    Comment: Pursuant to Rule 14a-6(e)(1) under the Securities Exchange Act of 1934, as amended (“Exchange Act”), all copies of preliminary proxy statements and forms of proxy filed pursuant to section (a) of Rule 14a-6, are required to be clearly marked as “Preliminary Copies.”  Please confirm that you will mark such proxy statements and forms of proxy as “Preliminary Copies” in future filings made pursuant to section (a) of Rule 14a-6.

Response: In
the future, Registrant undertakes to clearly identify preliminary proxy materials as preliminary copies in compliance with Rule 14a-6(e)(1) under
the Exchange Act.

    2.
    Comment: In
    the third paragraph appearing on page 3 of the proxy, please revise the first sentence of the paragraph to delete the
    references to broker non-votes. Add an additional sentence along the lines of the following “Because a broker is not permitted
    to provide a proxy for your shares unless you provide your broker with voting instructions, such shares are not counted as present
    for quorum purposes.”

Response: The
Registrant has revised the disclosure on page 3 to the below:

Abstentions will be deemed to be
present for the purpose of determining a quorum for the Special Meeting, but will not be treated as votes cast. A “broker non-vote”
with respect to a matter occurs when a broker, bank or other institution or nominee holding shares on behalf of a beneficial owner has
not received voting instructions from the beneficial owner on a particular proposal and does not have, or chooses not to exercise, discretionary
authority to vote the shares on such proposals. Because a broker is not permitted to provide a proxy for your shares unless you provide
your broker with voting instructions, such shares are not counted as present for quorum purposes nor would they be treated as votes cast.
The Company does not expect any broker non-votes at the Special Meeting because there are no routine proposals to be voted on at the Special
Meeting.

    Austin Bay Area Beijing Boston Brussels Chicago Dallas Hong Kong Houston London Los Angeles Munich New York Paris Salt Lake City Shanghai Washington, D.C.

    U.S. Securities and Exchange
    Commission

    May 18, 2022

    Page 2

    3.
    Comment: If ARCC has opted into the Maryland Control Share Act, please disclose:  (1) how the Fund intends to treat stockholder votes if it has opted into the Maryland Control Share Act, (2) the effect opting into the Maryland Control Share Act has on the vote for this proposal and (3) any risks related to such opt-in and treatment of votes.

Response: The
Registrant has opted out of the Maryland Control Share Act.

* * * * * * * * * * *
* * * * * * * * * * * * * * * * * * * *

We
look forward to discussing with you any additional questions you may have regarding the Proxy Statement. Please do not hesitate to call
me at (310) 552-4355 or monica.shilling@kirkland.com.

    Very truly yours,

    /s/ Monica J. Shilling

    Monica J. Shilling

    cc:

    Joshua M. Bloomstein, General Counsel, Vice President and Secretary

    Ares Capital Corporation

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Monica   J. Shilling, P.C.

To   Call Writer Directly:
   +1 310 552 4355

monica.shilling@kirkland.com

333   South Hope Street

Los   Angeles, CA 90071

United   States

+1   213 680 8400

www.kirkland.com

Facsimile:
   +1 213 680 8500

May 24, 2019

VIA EDGAR

United States Securities and Exchange Commission
 Division of Investment Management
 100 F Street, N.E.
 Washington, D.C. 20549
 Attention: John Ganley

Re:                             Ares Capital Corporation Registration Statement on Form N-2 (File No. 333-230351)

Dear Mr. Ganley:

In telephone conversations on May 23, 2019 and May 24, 2019, you provided us with verbal comments on the registration statement on Form N-2, originally filed by Ares Capital Corporation (the “Fund”) on March 18, 2019, as amended by the pre-effective Amendment No. 1 thereto, filed on May 22, 2019 (collectively, the “Registration Statement”).  We have revised the Registration Statement to respond to the comments you provided and today filed pre-effective Amendment No. 2 (“Amendment No. 2”) to the Registration Statement.  We are concurrently filing this letter via EDGAR as a correspondence filing.

Set forth below are the comments of the staff of the Securities and Exchange Commission (the “Staff”) provided by you, and immediately below each such comment is the response with respect thereto and, where applicable, the location in the relevant filing of the requested disclosure.  Capitalized terms used but not defined herein shall have the meanings set forth in the Registration Statement.

Fees and Expenses

1.                                      Page 18 — Fees and Expenses — Example.  Please revise the amounts in the Example to the Fees and Expenses table to reflect the projected expense amounts over various periods with respect to a hypothetical investment in the Fund’s common stock, based on the estimated annual expenses set forth in the Fees and Expenses table.

The Fund has updated the disclosure as requested on page 18 of Amendment No. 2.

Part C - Undertakings

2.                                      Page C-14 — Undertakings.  Please include an undertaking that the Fund will file a post-effective amendment to the Registration Statement with respect to any offerings of units.

The Fund has updated the disclosure as requested on page C-15 of Amendment No. 2.

3.                                      Page C-14 — Undertakings.  In the response correspondence, please provide a representation that the Fund will file, at the time of each offering of securities, appropriate legality opinions by post-effective amendment to the Registration Statement.

The Fund confirms that it will file, at the time of each offering of securities, appropriate legality opinions by post-effective amendment to the Registration Statement.

We look forward to discussing with you any additional questions you may have regarding the Registration Statement. Please do not hesitate to call me at (310) 552-4355.

Very   truly yours,

/s/   Monica J. Shilling

Monica J.   Shilling

cc:

Penni Roll, Chief Financial Officer of Ares Capital Corporation

Joshua M. Bloomstein, General Counsel of Ares Capital   Corporation

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333   South Hope Street

Los   Angeles, CA 90071

Monica   J. Shilling, P.C.

United   States

To   Call Writer Directly:

Facsimile:

+1   310 552 4355

+1   213 680 8400

+1   213 680 8500

monica.shilling@kirkland.com

www.kirkland.com

May 22, 2019

VIA EDGAR

United States Securities and Exchange Commission
 Division of Investment Management
 100 F Street, N.E.
 Washington, D.C. 20549
 Attention: John Ganley

Re:                             Ares Capital Corporation Registration Statement on Form N-2 (File No. 333-230351)

Dear Mr. Ganley:

In a telephone conversation on April 18, 2019, you provided us with verbal comments on the registration statement on Form N-2 (the “Registration Statement”) originally filed by Ares Capital Corporation (the “Fund”) on March 18, 2019.  We have revised the Registration Statement to respond to the comments you provided, including during the telephone conversation, and today filed Amendment No. 1 (“Amendment No. 1”) to the Registration Statement.  We are concurrently filing this letter via EDGAR as a correspondence filing.

Set forth below are the comments of the staff of the Securities and Exchange Commission (the “Staff”) provided by you and immediately below each comment is the response with respect thereto and, where applicable, the first location in the relevant filing of the requested disclosure.  Comments described with respect to one section (and the responses thereto) are applicable to other sections of the Registration Statement that contain similar disclosure.  Capitalized terms used but not defined herein shall have the meanings set forth in the Registration Statement.

Prospectus Summary

1.                                      Page 10 — Prospectus Summary — Offerings.  Please update your disclosure to reflect that the Fund is seeking stockholder approval at its 2019 special meeting to authorize the Fund to sell or otherwise issue shares of its common stock at a price below its then current net asset value.

The Fund has updated the disclosure as requested on pages 11, 23, 27, 46, 47, 50, 230 and 237 of Amendment No. 1.

Portfolio Companies

2.                                      Page 136 — Portfolio Companies — Footnotes 5 and 7.  Please include the total percentage of investments that are non-qualifying in the Portfolio Companies section of the prospectus. Per

disclosure in the 12/31/18 financial statements it appears that 14% are non-qualifying (Page F-46 Footnote 8).

The Fund has revised the disclosure as requested on Footnote 5 on page 146 of Amendment No. 1.

Accounting

3.                                      Page F-122 — Note 7 - Commitments and Contingencies.  In the response correspondence please provide a representation that the Fund reasonably believes its assets will provide adequate cover to allow it to satisfy all of its unfunded investment commitments and a general explanation as to why the Fund believes it can cover its commitments.

The Fund hereby confirms that it reasonably believes that its assets will provide adequate cover to allow it to satisfy all of its unfunded investment commitments. The Fund follows a rigorous process to manage its liquidity and ensure that it has available capital to fund its unfunded investment commitments. Specifically, the Fund prepares detailed analyses of the level of its unfunded investment commitments relative to its then available liquidity at a minimum on a weekly basis. These analyses are reviewed and discussed on a biweekly basis by the Fund’s executive officers and senior members of the Fund’s investment adviser (including members of the investment committee) and are updated on a “real time” basis in order to ensure that the Fund has adequate liquidity to satisfy its unfunded investment commitments.

Exhibits

4.                                      Page C-5 — Exhibit (n)(1) — The consent does not reference the auditor’s opinion on the senior securities table. Please file a consent that references all auditor’s reports used in the filing.

The Fund has filed a consent as Exhibit (n)(1) to Amendment No. 1 that references the auditor’s report on the senior securities table.

We look forward to discussing with you any additional questions you may have regarding the Registration Statement. Please do not hesitate to call me at (310) 552-4355.

Very   truly yours,

/s/   Monica J. Shilling

Monica J.   Shilling

cc:        Penni Roll, Chief Financial Officer of Ares Capital Corporation
 Joshua M. Bloomstein, General Counsel of Ares Capital Corporation

2

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2029   Century Park East

Suite 1400N

Los   Angeles, CA 90067

Monica   J. Shilling, P.C.

United   States

To   Call Writer Directly:

Facsimile:

+1 310 552 4355

+1 310 552 4200

+1 310 552 5900

monica.shilling@kirkland.com

www.kirkland.com

March 15, 2019

United States Securities and Exchange Commission
 Division of Investment Management
 100 F Street, N.E.
 Washington, D.C. 20549
 Attention:  Mr. John Ganley

Re:     Ares Capital Corporation

Dear Mr. Ganley:

Ares Capital Corporation (the “Fund”) has today filed a registration statement on Form N-2 (the “Registration Statement”).

We look forward to discussing with you any questions you may have regarding the Registration Statement.  Please do not hesitate to call me at 310.552.4355.

Very truly yours,

/s/ Monica J. Shilling

Monica J. Shilling

cc:           Penni Roll, Chief Financial Officer of Ares Capital Corporation
 Joshua M. Bloomstein, General Counsel of Ares Capital Corporation

Beijing

Boston

Chicago

Dallas

Hong Kong

Houston

London

Munich

New York

Palo Alto

Paris San Francisco

Shanghai

Washington, D.C.

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Proskauer Rose   LLP  2049 Century Park East, 32nd   Floor  Los Angeles, CA 90067-3206

August 31, 2018

Monica J. Shilling

Member of the Firm

d 310.284.4544

f 310.557.2193

mshilling@proskauer.com

www.proskauer.com

VIA EDGAR

United States Securities and Exchange Commission
 Division of Investment Management
 100 F Street, N.E.
 Washington, D.C. 20549
 Attention: John Ganley

Re:                          Ares Capital Corporation Registration Statement on Form N-2 (File No. 333-223482)

Dear Mr. Ganley:

In a telephone conversation on August 30, 2018, you provided us with verbal comments on the registration statement on Form N-2 (the “Registration Statement”) originally filed by Ares Capital Corporation (the “Fund”) on March 6, 2018 and subsequently amended by Amendment No. 1 on August 8, 2018. We have revised the Registration Statement to respond to the comments you provided, including during the telephone conversation, and today filed Amendment No. 2 (“Amendment No. 2”) to the Registration Statement.  We are concurrently filing this letter via EDGAR as a correspondence filing.

Set forth below are the comments of the staff of the Securities and Exchange Commission (the “Staff”) provided by you and immediately below each comment is the response with respect thereto and, where applicable, the first location in the relevant filing of the requested disclosure. Comments described with respect to one section (and the responses thereto) are applicable to other sections of the Registration Statement that contain similar disclosure.  Capitalized terms used but not defined herein shall have the meanings set forth in the Registration Statement.

Prospectus Summary

1.                                          Page 7 – Prospectus Summary – Operating and Regulatory Structure.  Please add disclosure clarifying what the 150% required asset coverage ratio means in plain English, including language that makes it clear that 150% asset coverage would permit double the amount of borrowings.

The Fund has included the requested disclosure on page 7 and elsewhere throughout Amendment No. 2.

Fees and Expenses

2.                                    Pages 13 – Fees and Expenses.  Please adjust the format of the fee table to present the “Fee Waiver” directly below “Total annual expenses” and add another line item

Beijing | Boca Raton | Boston | Chicago | Hong Kong | London | Los Angeles | New Orleans | New York | Newark | Paris | São Paulo | Washington, DC

U.S. Securities and Exchange Commission

August 31, 2018

Page 2

that includes total annual expenses after fee waiver.  This format would be similar to the requirements for open-end funds under Form N-1A which the Staff analogizes to since that form has been updated more recently than Form N-2.

The Fund has revised the disclosure as requested on page 13 of Amendment No. 2.

We look forward to discussing with you any additional questions you may have regarding the Registration Statement. Please do not hesitate to call me at (310) 284-4544.

Very truly yours,

/s/ Monica J. Shilling

Monica J. Shilling

cc:      Penni Roll, Chief Financial Officer of Ares Capital Corporation

Joshua M. Bloomstein, General Counsel of Ares Capital Corporation

2

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Proskauer Rose   LLP  2049 Century Park East, 32nd   Floor  Los Angeles, CA 90067-3206

August 8, 2018

Monica J. Shilling
   Member of the Firm

d 310.284.4544

f 310.557.2193

mshilling@proskauer.com

www.proskauer.com

VIA EDGAR

United States Securities and Exchange Commission
 Division of Investment Management
 100 F Street, N.E.
 Washington, D.C. 20549
 Attention: John Ganley

Re:                          Ares Capital Corporation Registration Statement on Form N-2 (File No. 333-223482)

Dear Mr. Ganley:

In a telephone conversation on April 6, 2018, you provided us with verbal comments on the registration statement on Form N-2 (the “Registration Statement”) originally filed by Ares Capital Corporation (the “Fund”) on March 6, 2018. We have revised the Registration Statement to respond to the comments you provided, including during the telephone conversation, and today filed Amendment No. 1 (“Amendment No. 1”) to the Registration Statement.  We are concurrently filing this letter via EDGAR as a correspondence filing.

Set forth below are the comments of the staff of the Securities and Exchange Commission (the “Staff”) provided by you and immediately below each comment is the response with respect thereto and, where applicable, the first location in the relevant filing of the requested disclosure. Comments described with respect to one section (and the responses thereto) are applicable to other sections of the Registration Statement that contain similar disclosure.  Capitalized terms used but not defined herein shall have the meanings set forth in the Registration Statement.

Fees and Expenses

1.                                    Pages 13-14 – Fees and Expenses – Footnote 7 – The disclosure in the first paragraph states that the income based fees have been adjusted to take into account the waiver of the income based fees related to the American Capital acquisition. Please present the income based fees line item on a “gross” basis and include a separate line item for the waiver.

The Fund has revised the disclosure as requested on page 13 of Amendment No. 1.

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U.S. Securities and Exchange Commission

August 8, 2018

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Risk Factors

2.                                          Page 25 – Risk Factors – “We may be unable to realize the benefits anticipated by the American Capital Acquisition, including estimated cost savings and synergies, or it may take longer than anticipated to achieve such benefits.”  The Staff notes that the American Capital Acquisition closed at the beginning of 2017.  Please expand this risk factor to discuss the status of integration efforts and/or any adverse effects as a result of the integration efforts.

The Fund advises the Staff that it believes there are no further material integration efforts or material adverse effects related to the American Capital Acquisition, and has removed the risk factor as requested on page 25 of Amendment No. 1.

3.                                          Pages 29-30 – Risk Factors – In light of the recently passed Tax Cuts and Jobs Act, please include detail in the risk factors related to the tax implications of such legislation to RICs.

The Fund does not expect that any of the changes in law enacted by the Tax Cuts and Jobs Act will have a material effect on the taxation of the Fund or a holder of its common shares.  Accordingly, the Fund does not believe that any additional revisions to any risk factor as a result of the Tax Cuts and Jobs Act are necessary or appropriate.

4.                                          Page 35 – Risk Factors – The Staff notes that the risk factor “Changes in laws or regulations governing our operations or the operations of our portfolio companies or our SBIC subsidiary, changes in the interpretation thereof or newly enacted laws or regulations, such as the Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”) and Public Law No. 115-97 (the “Tax Cuts and Jobs Act”), could require changes to certain business practices of us or our portfolio companies, negatively impact the operations, cash flows or financial condition of us or our portfolio companies, impose additional costs on us or our portfolio companies or otherwise adversely affect our business or the business of our portfolio companies.” includes statements regarding certain Dodd-Frank regulations that have not been implemented.  Please expand the disclosure to specify which unimplemented Dodd-Frank rules the Fund is particularly concerned about.

The Fund has revised the disclosure as requested on page 36 of Amendment No. 1.

Business

5.                                    Page 101 – Business – Operating and Regulatory Structure – Please revise your disclosure to discuss what actions the Fund is contemplating with respect to the increased leverage that may be available as a result of the recently enacted Small Business Credit Availability Act.  Please also discuss the related impacts of any decision to increase leverage on the Fund, including any necessary amendment of credit facilities, etc.

The Fund has revised the disclosure as requested on pages 7, 27, 37, 87 and 112 of Amendment No. 1.

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Accounting

6.                                    Pages F-43 to F-45 – Footnotes 7 and 8 to Schedule of Investments related to affiliated and control holdings.  In future financial statements please disclose the following in each of the charts included in these footnotes:

·                                         Fair Value of each holding (SX 12-14 Column F); and

·                                         Totals for all income, gain and fair value columns that agree with correlative amounts on the balance sheet and income statement (SX 12-14 Inst. 4).

For future financial statements, the Fund will include the Fair Value of each holding, as required by Regulation S-X, Rule 12-14 Column F, and totals for all income, gain and fair value columns that agree with correlative amounts on the balance sheet and income statement, as required by Regulation S-X, Rule 12-14 Instruction 4.  The Fund notes that it has included the disclosure as requested in its Quarterly Report on Form 10-Q, filed on May 2, 2018, which are included in Amendment No. 1.

7.                                    Page F-77 – Statement of Cash Flows – The cash flow discloses that $79M was earned by the Fund related to payment-in-kind interest and dividends.  Please ensure that PIK amounts and any other category of income exceeding 5% of total investment income are disclosed as separate line items on future statement of operations. SX 6-07.1.

For future financial statements, the Fund will ensure that payment-in-kind interest and dividends amounts and any other category of income exceeding 5% of the Fund’s total investment income are disclosed as separate line items, as required by Regulation S-X, Rule 6-07.1.  The Fund notes that it has included the disclosure as requested in its Quarterly Report on Form 10-Q, filed on May 2, 2018, which are included in Amendment No. 1.

We look forward to discussing with you any additional questions you may have regarding the Registration Statement. Please do not hesitate to call me at (310) 284-4544.

Very truly yours,

/s/ Monica J. Shilling

Monica J. Shilling

cc:

Penni Roll, Chief   Financial Officer of Ares Capital Corporation

Joshua M. Bloomstein,   General Counsel of Ares Capital Corporation

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Ares Capital Corporation

245 Park Avenue, 44th Floor

New York, NY 10167

August 3, 2017

VIA EDGAR

United States Securities and Exchange Commission

Division of Investment Management

100 F Street, N.E.

Washington, DC  20549

Re:      Registration Statement No. 333-212142

Ladies and Gentlemen:

Pursuant to Rule 461(a) promulgated under the Securities Act of 1933, as amended, the undersigned registrant (the “Fund”) hereby requests that the effective date of the above-referenced Registration Statement be accelerated so that the same may become effective at 4:00 p.m. (Washington D.C. time) on August 4, 2017 or as soon as practicable thereafter.

Sincerely,

ARES CAPITAL   CORPORATION

/s/ Penni F. Roll

Penni F. Roll

Chief Financial Officer

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Proskauer Rose LLP  2049 Century Park East, 32nd Floor  Los Angeles, CA 90067-3206

August 3, 2017

Monica J. Shilling
   Member of the Firm

d 310.284.4544

f 310.557.2193

mshilling@proskauer.com

www.proskauer.com

VIA EDGAR

United States Securities and Exchange Commission
 Division of Investment Management
 100 F Street, N.E.
 Washington, D.C. 20549
 Attention: John Ganley

Re:                          Ares Capital Corporation Registration Statement on Form N-2 (File No. 333-212142)

Dear Mr. Ganley:

In a telephone conversation on August 1, 2017, you provided us with verbal comments on the registration statement on Form N-2 (the “Registration Statement”) originally filed by Ares Capital Corporation (the “Fund”) on June 21, 2016 and subsequently amended by Amendment No. 1 on June 14, 2017 and Amendment No. 2 on July 31, 2017. We have revised the Registration Statement to respond to the comments you provided, including during the telephone conversation, and today filed Amendment No. 3 (“Amendment No. 3”) to the Registration Statement. We are concurrently filing this letter via EDGAR as a correspondence filing.

Set forth below are the comments of the staff of the Securities and Exchange Commission (the “Staff”) provided by you and immediately below each comment is the response with respect thereto and, where applicable, the first location in the relevant filing of the requested disclosure. Comments described with respect to one section (and the responses thereto) are applicable to other sections of the Registration Statement that contain similar disclosure. Capitalized terms used but not defined herein shall have the meanings set forth in the Registration Statement.

Fees and Expenses Table

1.                                          Page 15 – Please disclose as a line item in the Fees and Expenses table the $15 transaction fee assessed by the Company’s dividend reinvestment plan administrator to a stockholder who instructs the sale of shares held by the plan administrator in such stockholder’s account.

The Fund has revised the disclosure as requested on page 16 of Amendment No. 3.

2.                                          Page 18 – Fees and Expenses - Footnote 10 – The last sentence of this footnote states that interest payments on borrowed funds are not included in operating expenses and therefore interest expense for Acquired Funds are not included in the AFFE line item.  The staff would expect all expenses, including interest expense, of

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August 3, 2017

Page 2

the Acquired Funds to be included in the AFFE calculation.  Please include interest expenses of the Acquired Funds in the AFFE calculation.

The Fund has revised the disclosure as requested on pages 16 and 19 of Amendment No. 3.

We look forward to discussing with you any additional questions you may have regarding the Registration Statement. Please do not hesitate to call me at (310) 284-4544.

Very truly yours,

/s/ Monica J. Shilling

Monica J. Shilling

cc:      Penni Roll, Chief Financial Officer of Ares Capital Corporation

Joshua M. Bloomstein, General Counsel of Ares Capital Corporation

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Proskauer Rose LLP   2049 Century Park East, 32nd Floor Los Angeles, CA 90067-3206

Monica J. Shilling

July 31, 2017

Member of the Firm

d 310.284.4544

f 310.557.2193

mshilling@proskauer.com

www.proskauer.com

VIA EDGAR

United States Securities and Exchange Commission
 Division of Investment Management
 100 F Street, N.E.
 Washington, D.C. 20549
 Attention: John Ganley

Re:                          Ares Capital Corporation Registration Statement on Form N-2 (File No. 333-212142)

Dear Mr. Ganley:

In a telephone conversation on July 24, 2017, you provided us with verbal comments on the registration statement on Form N-2 (the “Registration Statement”) originally filed by Ares Capital Corporation (the “Fund”) on June 21, 2016 and subsequently amended by Amendment No. 1 on June 14, 2017. We have revised the Registration Statement to respond to the comments you provided, including during the telephone conversation, and today filed Amendment No. 2 (“Amendment No. 2”) to the Registration Statement. We are concurrently filing this letter via EDGAR as a correspondence filing.

Set forth below are the comments of the staff of the Securities and Exchange Commission (the “Staff”) provided by you and immediately below each comment is the response with respect thereto and, where applicable, the first location in the relevant filing of the requested disclosure. Comments described with respect to one section (and the responses thereto) are applicable to other sections of the Registration Statement that contain similar disclosure. Capitalized terms used but not defined herein shall have the meanings set forth in the Registration Statement.

Fees and Expenses Table

1.                                          Page 15 – Please disclose as a line item in the Fees and Expenses table the $15 transaction fee assessed by the Company’s dividend reinvestment plan administrator to a stockholder who instructs the sale of shares held by the plan administrator in such stockholder’s account.

The Fund has not included the transaction fees assessed by the Company’s dividend reinvestment plan administrator in the event of a sale of shares held by the plan administrator in the Fees and Expenses table because it does not believe such amount is material to the Company or its stockholders and such disclosure would only confuse investors.  For example, as of June 29, 2017, 1,460 of the Fund’s registered holders held a total of 306,129 shares participating in

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July 31, 2017

Page 2

the dividend reinvestment plan (“DRIP”) through the plan administrator.  The transaction fee assessed by the plan administrator would only apply in the event that a stockholder instructs the sale of shares held by the plan administrator in such stockholder’s account.  Based on the amounts provided above as of June 29, 2017, if every registered stockholder with DRIP shares held by the plan administrator elected to have the plan administrator sell all of its shares, the maximum amount of transaction fees would be $58,635 (calculated as the sum of (a) 1,460 holders x $15 transaction fee and (b) 306,129 shares x $0.12), which is not a material amount to the Corporation or its stockholders.

As noted above, the $15 transaction fee is assessed on the aggregate proceeds sold by the plan administrator on behalf of a given stockholder who instructs the sale in the future and not on a per share basis.  As a result, the impact of the $15 transaction fee will vary significantly depending on the number of shares sold by the stockholder and will bear little to no relationship to the price in the offering.  Disclosing a $15 transaction fee as a stockholder transaction expense on a $10 per share offering price may lead investors to believe that the $15 transaction fee is assessed on a per share basis.  This disclosure would be particularly confusing to an investor, say, who purchased 1,000 shares in the offering and later sold 1,000 shares pursuant to the DRIP.  The impact of the $15 transaction fee to this investor would be 1.5% per share (or 0.15% of the sale proceeds), but not the 150% per share seemingly presented in the line-item disclosure.

For the reasons above, the Fund has revised the disclosure in the Registration Statement to include a footnote disclosing the fees that may be assessed by the plan administrator to a stockholder who instructs the sale of shares held by the plan administrator in such stockholder’s account so investors will have the information and context they need to understand how the fee would apply to the aggregate proceeds in a future sale pursuant to the DRIP.

The Fund also has not included the amount of the per share transaction fee paid under the DRIP on the basis that Instruction 4 to Item 3 of Form N-2 expressly excludes “brokerage commissions” from the required disclosure of DRIP fees.

2.                                          Page 18 – Fees and Expenses - Footnote 10 – The last sentence of this footnote states that interest payments on borrowed funds are not included in operating expenses and therefore interest expense for Acquired Funds are not included in the AFFE line item.  The staff would expect all expenses, including interest expense, of the Acquired Funds to be included in the AFFE calculation.  Please explain why it is appropriate to exclude interest expense of the Acquired Funds from the AFFE calculation.

The Fund believes that only operating expenses of the Acquired Funds that are indirectly borne by the Fund and its stockholders, such as management fees and administrative expenses of the Acquired Funds, should be included in the AFFE calculation for purposes of the Fees and Expenses table.  The interest payments on borrowed funds of the Acquired Funds are not operating expenses like management fees and administrative expenses that reduce the returns to security holders of the Acquired Funds; rather, such interest expense relates to borrowings that

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allow such Acquired Funds to enhance returns to their security holders.  The Fund believes that including interest expense in the Fees and Expenses table would be confusing to investors and would suggest to them that those expenses only reduce the returns to the security holders of such Acquired Funds, and indirectly reduce the returns to the Fund and its stockholders.

Additionally, the Fund advises the Staff on a supplemental basis that the interest expenses of the Acquired Funds, in particular the SDLP, are taken into account in determining the valuation of the Fund’s investment in such Acquired Funds, which in the case of the SDLP is primarily valued using a yield analysis.  The Fund’s 14% yield (at amortized cost and at fair value) on its investment in the SDLP is not impacted by the interest expense of the SDLP.1

The Fund has revised the Registration Statement to include in the footnote the AFFE expense if the interest expense of the Acquired Funds was to be included in the calculation, so investors will have the information.  However, for the reasons above, the Fund believes that it is not appropriate and that it would be confusing to investors to disclose such expense calculation in the Fees and Expenses table.

Management’s Discussion and Analysis of Financial Condition and Results of Operations –Portfolio and Investment Activity – Co-Investment Programs

3.                                          Page 67 – Co-Investment Programs – Senior Direct Lending Program (“SDLP”) – In future filings please consider including additional information in this section related to the SDLP, including a detailed listing of holdings that includes fair value of each holding; a summarized balance sheet and a summarized income statement.  The staff notes that similar disclosures are included for the Senior Secured Loan Program (“SSLP”) on pages 71 to 73 of the registration statement.

The Fund has considered including additional information in this section related to the SDLP.  However, the Fund has determined that it is not appropriate to include additional information in this section related to the SDLP similar to the disclosures that are included for the SSLP because the Fund’s investment in the SDLP does not represent a significant portion of the Fund’s total assets and net assets as of March 31, 2017 or December 31, 2016.  In particular, the Fund’s investment in the SDLP does not meet any of the conditions set forth in 17 CFR Section 210.1-02(w) (“Rule 1-02(w)”), substituting 20% for 10% (as of March 31, 2017 and as of December 31, 2016).  As of March 31, 2017, the highest level of the SDLP’s significance as measured among the investment test, the asset test and the income test specified in Rule 1-02(w) was approximately 10.8% as measured by the asset test.

1                                           The Fund notes the Staff’s response to Question 8 in “Staff Responses to Questions Regarding Disclosure of Fund of Funds Expenses,” which states that “an Acquiring fund investing in debt must include any transaction fees it paid in connection with acquiring or disposing of a debt interest in an Acquired Fund but not its pro rata portion of the cumulative expenses charged by the Acquired Fund because these expenses do not impact its debt interest in the Acquired Fund.”  Similarly, the expenses of the SDLP do not impact the Fund’s 14% yield on its investment in the SDLP.

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July 31, 2017

Page 4

Portfolio Companies

4.                                          Page 126 – Portfolio Companies – Please disclose the total percentage of holdings that are “non-qualifying” and please include a brief discussion of the implication of investing in “non-qualifying” holdings.  The staff notes that this disclosure is included in the 12/31/16 financial statements in Footnotes 9, 10 & 11, however the staff also requests that similar disclosure is included in the “Portfolio Companies” disclosure in the registration statement.

The Fund has revised the disclosure as requested on pages 127-147 of Amendment No. 2.

Financial Statements

5.                                          Page F-29 – 12/31/16 Consolidated Schedule of Investments - Disclosure in footnotes 13, 14, 15, 16 and 17 mention a “Last Out Tranche” investment for certain portfolio companies.  Related to this type of investment:

·                                         Inform us of the location in the registration statement or financial statements that describes this type of investment (e.g. unitranche loan and any agreements among lenders).

·                                         Inform us of the accounting policy for these types of investments.  In the response please explain how the valuation of these investments takes into account the payment prioritization/payment waterfalls and describe the impact of such co-lending arrangements on the calculation of interest income under the effective interest method.

·                                         Inform us if any co-lenders subject to these investments are affiliates of the Company.

The Fund advises the Staff that “last out tranche” investments are described on pages 45 and 112 of Amendment No. 1.  As of March 31, 2017, the Fund’s “last out tranche” investments had a fair value of approximately $272 million or approximately 2% of the Fund’s total investment portfolio at fair value.

Such investments are accounted for in a manner similar to the Fund’s other loan investments as described in Note 2 to the Fund’s consolidated financial statements for the year ended December 31, 2016 and the three months ended March 31, 2017.  As discussed in further detail in Note 8 to the Fund’s consolidated financial statements for the year ended December 31, 2016 and the three months ended March 31, 2017, “Fair Value of Financial Instruments,” the Fund’s portfolio investments are typically valued using two different valuation techniques:  (1) an analysis of the enterprise value (“EV”) of the portfolio company and (2) a yield analysis.  In both techniques, the payment prioritization/payment waterfalls are considered in the analysis.  For the analysis of the EV, once the EV of the portfolio company is determined, the amount of any outstanding securities that have a priority to any such “last out tranche” investment must first be deducted from the EV to determine what value remains to cover the Fund’s “last out tranche”

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Page 5

investment.  To the extent there is a shortfall, this may be a signal that such investment is credit-impaired, which could warrant a reduction to the Fund’s fair value determination of such investment.  For the yield analysis, two of the main inputs are the leverage through the Fund’s investment relative to the EV of the portfolio company as well as the attachment point.  Any outstanding securities that have a priority to the Fund’s “last out tranche” investment would be included in any such leverage and attachment point calculations.

With respect to the calculation of interest income, if appropriate under the circumstances, the contractual interest earned from the Fund’s “last out tranche” investments, including any re-allocated interest payments on the “first out tranche” that the Fund is contractually entitled to receive pursuant to the terms of an agreement among lenders or similar agreement, is recognized on an accrual basis. To the extent the Fund’s “last out tranche” investments were purchased at a discount from or premium to par value, any such discount/premium are accreted/amortized into interest income over the life of such investment using the effective yield method.

The Fund advises the Staff that funds managed by Ivy Hill Asset Management, L.P., a wholly owned portfolio company of the Fund, are co-lenders in both the “first out tranche” and “last out tranche” of certain of these investments.  No other affiliates are co-lenders in these investments.

We look forward to discussing with you any additional questions you may have regarding the Registration Statement. Please do not hesitate to call me at (310) 284-4544.

Very truly yours,

/s/ Monica J. Shilling

Monica J. Shilling

cc:   Penni Roll, Chief Financial Officer of Ares Capital Corporation
 Joshua M. Bloomstein, General Counsel of Ares Capital Corporation

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Proskauer Rose   LLP  2049 Century Park East, 32nd   Floor  Los Angeles, CA 90067-3206

June 14, 2017

Monica J. Shilling
   Member of the Firm

d 310.284.4544

f 310.557.2193

mshilling@proskauer.com

www.proskauer.com

VIA EDGAR

United States Securities and Exchange Commission
 Division of Investment Management
 100 F Street, N.E.
 Washington, D.C. 20549
 Attention: John Ganley

Re:                          Ares Capital Corporation Registration Statement on Form N-2 Filed June 21, 2016
 (File No. 333-212142)

Dear Mr. Ganley:

In a telephone conversation on July 22, 2016, you provided us with verbal comments on the registration statement on Form N-2 (the “Registration Statement”) filed by Ares Capital Corporation (the “Fund”) on June 21, 2016. We have revised the Registration Statement to respond to the comments you provided during the telephone conversation and today filed Amendment No. 1 (“Amendment No. 1”) to the Registration Statement. We are concurrently filing this letter via EDGAR as a correspondence filing.

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 location in the relevant filing of the requested disclosure. Responses to comments given in one section are applicable to other sections of the Registration Statement that contain similar disclosure. Capitalized terms used but not defined herein shall have the meanings set forth in the Registration Statement.

1.            Page 1 - Please provide more information in the summary regarding what the combined Fund will look like if the proposed transaction with American Capital, Ltd. is consummated. Consider including information regarding the pro forma combined company’s total assets, diversification of assets and total leverage.

The Fund completed the transaction with American Capital, Ltd. (the “American Capital Acquisition”) on January 3, 2017.  Accordingly, financial information of the combined company as of March 31, 2017, including information regarding the combined company’s total assets, diversification of assets and total leverage, is reflected throughout the Registration Statement.

2.            Page 3 – Senior Direct Lending Program – Please provide an analysis as to whether the Fund will consolidate the joint venture with Varagon Capital Partners and please state

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June 14, 2017

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whether the Fund’s auditor agrees with the conclusion. Please cite any applicable U.S. GAAP or the Investment Company Act of 1940, as amended (the “1940 Act”), guidance in your response.

The Fund directs the Staff to Response 51 (the “Comment 2 Prior Response”) of its response letter, dated September 16, 2016, regarding its Registration Statement on Form N-14 filed on July 20, 2016 (File No. 333-212604).  As discussed in further detail in the Comment 2 Prior Response, the Fund respectfully advises the Staff that the Fund has determined that it should not consolidate the joint venture with Varagon Capital, L.P., the Senior Direct Lending Program (the “SDLP”), on the Fund’s consolidated financial statements because the Fund does not have a controlling financial interest in the SDLP and the SDLP does not satisfy any of the other criteria under GAAP for consolidation.

3.            Page 3 & Page 4 – Senior Direct Lending Program and Senior Secured Lending Program – Please file the agreements for each co-investment program as an exhibit to the registration statement. See Regulation S-K 601(b)(10).

The Fund directs the Staff to Response 5 (the “Comment 3 Prior Response”) of its response letter, dated August 5, 2016, regarding its Registration Statement on Form N-2 filed on August 1, 2016 (File No. 333-212788).  As discussed in further detail in the Comment 3 Prior Response, the Fund respectfully submits that it does not believe that the agreements for either co-investment program are required to be filed as exhibits to the Registration Statement because such co-investment program agreements were made in the ordinary course of business, and the Fund’s business is not substantially dependent on any of such agreements.

4.            Page 17 - Please confirm that the expenses of the Senior Secured Loan Program and the Senior Direct Lending Program are included in the Acquired Fund Fees and Expenses line item of the fee table. If such expenses are not included, please include information about the investment company status of each entity and explain why such expenses are not included.

The Fund directs the Staff to Response 45 (the “Comment 4 Prior Response”) of its response letter, dated September 16, 2016, regarding its Registration Statement on Form N-14 filed on July 20, 2016 (File No. 333-212604).

The SDLP relies on section 3(c)(7) of the Investment Company Act for its exception from the definition of “investment company.”  Accordingly, the Fund confirms that the expenses of the SDLP are included in the Acquired Funds Fees and Expenses line item of the fee table.

As discussed in further detail in the Comment 4 Prior Response, the Senior Secured Loan Program (the “SSLP”) is not an “Acquired Fund” because it is exempt from the definition of “investment company” pursuant to Rule 3a-7 promulgated under the Investment Company Act and the SSLP does not rely on the exceptions set forth in section 3(c)(1) or 3(c)(7) of the Investment Company Act.  Accordingly, the SSLP’s expenses are not included in the Acquired Funds Fees and Expenses line item of the fee table.

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June 14, 2017

Page 3

5.            Page 17 - Please add disclosure regarding the Fund’s expected Fees and Expenses after consummation of the proposed transaction with American Capital, Ltd.

The Fund completed the American Capital Acquisition on January 3, 2017.  Accordingly, the expected Fees and Expenses disclosed in Amendment No. 1 reflect the Fees and Expenses for the combined company following the completion of the American Capital Acquisition.

6.            Page 128 – Please add a structure chart explaining the steps of the pending American Capital, Ltd. acquisition.

The Fund completed the American Capital Acquisition on January 3, 2017 and respectfully submits that a structure chart explaining the steps of the American Capital Acquisition is no longer necessary.

7.            Page F-4 – Consolidated Balance Sheet – Control Investments - Confirm for the Staff in correspondence that the Fund performs a quarterly analysis as to whether the disclosure requirements of Rules 3-09 or 4-08(g) of Regulation S-X should be applied for any unconsolidated subsidiaries.

The Fund confirms to the Staff that it performs (i) an annual analysis as to whether the financial statement and information requirements of Rules 3-09 or 4-08(g) of Regulation S-X are triggered, and (ii) a quarterly analysis as to whether the financial information requirements of Rule 10-01(b)(1) of Regulation S-X are triggered.

8.            Page F-6 –Consolidated Schedule of Investments - Does the fund hold any equity interests in collateralized loan obligations (“CLO’s”)? The staff may have additional comments based on the response. In future financial statements please disclose the expiration dates, if applicable, of any warrants held by the Fund.

The Fund holds equity interests in CLOs acquired in connection with the American Capital Acquisition.  As of March 31, 2017, such CLOs represented approximately 2% of the Fund’s total investments at amortized cost and fair value.  The Fund has disclosed and will continue to disclose any applicable expiration dates of warrants held by the Fund in its financial statements.

9.            Page F-69 – Notes to Financial Statements – Note 4 – Senior Secured Lending Program – In future financial statements, please add disclosure that the financial statements of the SSLP are attached as an exhibit to the Form 10-K.

The Fund has included the requested disclosure in the interim financial statements included in the Registration Statement.

10.    Page F-83 – Notes to Financial Statements – Note 6 – Derivative Instruments - In future financial statements, please disclose the counterparty to the foreign currency forward contracts.

U.S. Securities and Exchange Commission

June 14, 2017

Page 4

The Fund has included the requested disclosure in the interim financial statements included in the Registration Statement.

11.    Page F-83 – Notes to Financial Statements – Note 7 – Commitments and Contingencies - In the response correspondence please provide in correspondence a representation that the BDC reasonably believes its assets will provide adequate cover to allow it to satisfy all of its unfunded investment commitments and a general explanation as to why the Fund believes it can cover its commitments.

The Fund directs the Staff to Response 3 (the “Comment 11 Prior Response”) of its response letter, dated October 13, 2016, regarding its Registration Statement on Form N-14 filed on July 20, 2016 (File No. 333-212604).  As discussed in further detail in the Comment 11 Prior Response, the Fund hereby confirms that it believes that its assets will provide adequate cover to allow it to satisfy all of its unfunded investment commitments.

12.    Exhibit 99.(N)(4) – American Capital Consent – Please ensure the consent included in the pre-effective amendment includes an accurate ‘33 Act number. Currently the consent states “Form N-2 No. 333-XXXXXX).

The Fund confirms that the consent included in Amendment No. 1 includes an accurate ‘33 Act number.

We look forward to discussing with you any additional questions you may have regarding the Registration Statement. Please do not hesitate to call me at (310) 284-4544.

Very truly yours,

/s/ Monica J. Shilling

Monica J. Shilling

cc:           Penni Roll, Chief Financial Officer of Ares Capital Corporation
                               Joshua M. Bloomstein, General Counsel of Ares Capital Corporation

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Ares Capital Corporation

245 Park Avenue, 44th Floor

New York, NY 10167

October 13, 2016

VIA EDGAR

United States Securities and Exchange Commission

Division of Investment Management

100 F Street, N.E.

Washington, DC 20549

Re:                             Registration Statement No. 333-212604

Ladies and Gentlemen:

Pursuant to Rule 461(a) promulgated under the Securities Act of 1933, as amended, the undersigned registrant (the “Fund”) hereby requests that the effective date of the above-referenced Registration Statement be accelerated so that the same may become effective at 1:00 p.m. (Washington D.C. time) on October 14, 2016 or as soon as practicable thereafter.

Sincerely,

ARES   CAPITAL CORPORATION

/s/   Penni F. Roll

Penni   F. Roll

Chief   Financial Officer

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      Proskauer Rose LLP  2049 Century Park East, 32nd Floor  Los Angeles, CA 90067-3206

October 13,   2016

Monica   J. Shilling

Member   of the Firm

d   310.284.4544

f   310.557.2193

mshilling@proskauer.com

www.proskauer.com

VIA EDGAR

United States Securities and Exchange Commission
 Division of Investment Management
 100 F Street, N.E.
 Washington, D.C. 20549
 Attention: John Ganley

Re:                             Ares Capital Corporation Registration Statement on Form N-14 (File No. 333-212604)

Dear Mr. Ganley:

In a telephone conversation on October 7, 2016, you provided us with verbal comments on the registration statement on Form N-14 (the “Registration Statement”) originally filed by Ares Capital Corporation (the “Fund”) on July 20, 2016 and subsequently amended by Amendment No. 1 on September 16, 2016. We have revised the Registration Statement to respond to the comments you provided during the telephone conversation and today filed Amendment No. 2 (“Amendment No. 2”) to the Registration Statement. We are concurrently filing this letter via EDGAR as a correspondence filing.

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 first location in the relevant filing of the requested disclosure. Comments described with respect to one section (and the responses thereto) are applicable to other sections of the Registration Statement that contain similar disclosure. Capitalized terms used but not defined herein shall have the meanings set forth in the Registration Statement.

Questions and Answers

1.                                      Page 15 — “What is expected to happen to annual expenses following the completion of the Transactions?” — Update the annual expenses expressed as a percentage of consolidated net assets attributable to common stock to reflect the information presented in the section entitled “Comparative Fees and Expenses.”

The Fund has made the requested revision on page 15.

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U.S. Securities and Exchange Commission

October 13, 2016

Page 2

Comparative Fees and Expenses

2.                                      Page 52 — Revise the Comparative Fees and Expenses table and/or related footnote disclosure to reflect the Fund’s updated estimated annual expenses as adjusted for the Fund’s September 2016 notes offering.

The Fund has made the requested revision on page 52.

Other Comments

Separately, in a telephone conversation on July 22, 2016, you provided us with a verbal comment on the registration statement on Form N-2 (the “Shelf Registration Statement”) filed by the Fund on June 21, 2016.  Set forth below is the comment of the Staff to the Shelf Registration Statement and the Fund’s response with respect thereto.

3.                                            Page F-83 — Notes to Financial Statements — Note 7 — Commitments and Contingencies - In the response correspondence please provide a representation that the Fund reasonably believes its assets will provide adequate cover to allow it to satisfy all of its unfunded investment commitments and a general explanation as to why the Fund believes it can cover its commitments.

The Fund hereby confirms that it believes that its assets will provide adequate cover to allow it to satisfy all of its unfunded investment commitments. The Fund follows a rigorous process to manage its liquidity and ensure that it has available capital to fund its unfunded investment commitments. Specifically, the Fund prepares detailed analyses of the level of its unfunded investment commitments relative to its then available liquidity on both a daily basis as well as for the future three and 12 month periods. These analyses are reviewed and discussed on a weekly basis by the Fund’s executive officers and senior members of the Fund’s investment adviser (including members of the investment committee) and are updated on a “real time” basis in order to ensure that the Fund has adequate liquidity to satisfy its unfunded investment commitments.

***

U.S. Securities and Exchange Commission

October 13, 2016

Page 3

We look forward to discussing with you any additional questions you may have regarding the Registration Statement. Please do not hesitate to call me at (310) 284-4544.

Very   truly yours,

/S/   MONICA J. SHILLING

Monica   J. Shilling

cc:             Penni Roll, Chief Financial Officer of Ares Capital Corporation
 Joshua M. Bloomstein, General Counsel of Ares Capital Corporation
 M. Adel Aslani-Far, Latham & Watkins LLP
 James C. Gorton, Latham & Watkins LLP
 Paul F. Kukish, Latham & Watkins LLP
 David J. Goldschmidt, Skadden, Arps, Slate, Meagher & Flom LLP
 Michael K. Hoffman, Skadden, Arps, Slate, Meagher & Flom LLP

CORRESP
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Proskauer   Rose LLP  2049 Century Park East, 32nd   Floor  Los Angeles, CA 90067-3206

September   16, 2016

Monica   J. Shilling
   Member of the Firm

d   310.284.4544

f   310.557.2193

mshilling@proskauer.com

www.proskauer.com

VIA EDGAR

United States Securities and Exchange Commission
 Division of Investment Management
 100 F Street, N.E.
 Washington, D.C. 20549
 Attention: John Ganley

Re:                             Ares Capital Corporation Registration Statement on Form N-14 Filed July 20, 2016
 (File No. 333-212604)

Dear Mr. Ganley:

In a telephone conversation on August 23, 2016, you provided us with verbal comments on the registration statement on Form N-14 (the “Registration Statement”) filed by Ares Capital Corporation (the “Fund”) on July 20, 2016. We have revised the Registration Statement to respond to the comments you provided during the telephone conversation and today filed Amendment No. 1 (“Amendment No. 1”) to the Registration Statement. We are concurrently filing this letter via EDGAR as a correspondence filing.

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 first location in the relevant filing of the requested disclosure. Comments described with respect to one section (and the responses thereto) are applicable to other sections of the Registration Statement that contain similar disclosure. Capitalized terms used but not defined herein shall have the meanings set forth in the Registration Statement.

Letter to Ares Capital Stockholders

1.                                      Increase the font size of the letter to at least 10 point font.

The Fund has made the requested revision.

2.                                      In the first paragraph of the letter, simplify the description of the Transactions to remove the technical steps and focus on the end result of the Transactions.

The Fund has made the requested revision on the first page of the letter.

Beijing | Boca Raton | Boston | Chicago | Hong Kong | London | Los Angeles | New Orleans | New York | Newark | Paris | São Paulo | Washington, DC

U.S. Securities and Exchange Commission

September 16, 2016

Page 2

3.                                      In the second paragraph of the letter, simplify the description of the merger consideration to be received; consider using a table or chart instead of a narrative. Include disclosure explaining what percent of the combined company that Ares Capital stockholders and American Capital stockholders will own following the completion of the Transactions.

The Fund has made the requested revisions on the first page of the letter.

4.                                      In the sixth paragraph of the letter, simplify the disclosure by cross-referencing to disclosure in the proxy for certain of the detail.

The Fund has made the requested revision on the second page of the letter.

5.                                      In the last paragraph of the letter, revise the language to more clearly guide Ares Capital stockholders to the relevant sections of the Registration Statement on which they should focus.

The Fund has made the requested revision on the second page of the letter.

Letter to American Capital Stockholders

6.                                      Increase the font size of the letter to at least 10 point font.

The Fund has made the requested revision.

7.                                      In the first paragraph of the letter, simplify the description of the Transactions to remove the technical steps and focus on the end result of the Transactions.

The Fund has made the requested revision on the first page of the letter.

8.                                      In the second paragraph of the letter, simplify the description of the merger consideration to be received; consider using a table or chart instead of a narrative. Include disclosure explaining what percent of the combined company that Ares Capital stockholders and American Capital stockholders will own following the completion of the Transactions.

The Fund has made the requested revisions on the first page of the letter.

9.                                      In the second bullet included in the fifth paragraph of the letter, include the phrase “golden parachute payments” to describe the compensation payments described and include the estimated aggregate dollar amount of such compensation.

The Fund has made the requested revision on the first page of the letter.

U.S. Securities and Exchange Commission

September 16, 2016

Page 3

10.                               In the fourth bullet included in the fifth paragraph of the letter, clarify that none of the directors proposed to be elected will continue as a director after completion of the Transactions.

The Fund has made the requested revision on the first page of the letter.

11.                               Add language to the letter clarifying that the merger is expected to be taxable to American Capital stockholders.

The Fund has made the requested revision on the first page of the letter.

12.                               In the last paragraph of the letter, revise the language to more clearly guide American Capital stockholders to the relevant sections of the Registration Statement on which they should focus.

The Fund has made the requested revision on the second page of the letter.

Table of Contents

13.                               Revise to make the table of contents more readable; consider eliminating all upper case as a style in the table of contents.

The Fund has made the requested revision in the table of contents.

14.                               Consider adding a glossary to help readers with certain defined terms given the size of the Registration Statement.

The Fund has made the requested revision on page 1.

15.                               Move the “Comparative Fees and Expenses” section after the “Summary” section and before the “Risk Factors” section.

The Fund has made the requested revision.

Questions and Answers

16.                               Page 4 – General – To the extent applicable, consider condensing disclosure in the Q&A section.  Add cross-references to existing disclosure elsewhere in the Registration Statement, where applicable, to minimize redundancy.

The Fund has made the requested revision in this section, where applicable.

U.S. Securities and Exchange Commission

September 16, 2016

Page 4

17.                               Page 4 – General –Consider splitting up the Q&A section into separate Q&A sections, one for Ares Capital stockholders and one for American Capital stockholders.

The Fund has addressed this comment by revising certain questions to provide separate answers targeted at Ares Capital stockholders or American Capital stockholders, as applicable.

18.                               Page 4 – “What will happen in the Transactions?” – Add a structure chart explaining the steps of the proposed mergers in your answer to this question. Include descriptions of the relationship of ACAM and IHAM to American Capital and Ares Capital when describing the ACAM/IHAM merger throughout the Registration Statement.

The Fund has made the requested revision on page 5.

19.                               Page 4 – “What will American Capital stockholders receive in the Transactions?” –

Replace the language in the first paragraph of this answer with a table or chart that describes the components of the merger consideration and simplify the disclosure regarding additional consideration to be received upon the declaration of certain dividends by providing examples with numbers.

The Fund has made the requested revisions on page 6.

In the second paragraph of this answer, add disclosure regarding the expected percentage ownership of Ares Capital stockholders and American Capital stockholders in the combined company following the completion of the Transactions.

The Fund has made the requested revisions on page 7.

Replace the language in the third and fourth paragraphs of this answer with a table or chart that shows the market value of the merger consideration and add information regarding the last reported net asset value of Ares Capital and American Capital for the same time periods presented.

The Fund made the requested revisions on page 8.

20.                               Page 6 – “What will happen to American Capital stock options and incentive awards at the effective time?” – Add disclosure quantifying the dollar value being paid to option holders based on appropriate assumptions.

The Fund has revised the disclosure on page 8 to provide the percentage of the total merger consideration that is estimated to be paid to holders of American Capital stock options.

U.S. Securities and Exchange Commission

September 16, 2016

Page 5

21.                               Page 6 – “Will I receive dividends after completion of the Transactions?” – Revise the disclosure regarding the history of the dividends and distributions paid by Ares Capital and American Capital to refer to the periods presented in the applicable disclosure on pages 335-336.  Remove the second paragraph of this answer regarding the additional compensation receivable upon the declaration of certain dividends from this answer.

The Fund has made the requested revision on page 9.

22.                               Page 7 – “How does Ares Capital’s investment objective and strategy differ from American Capital?” – Replace the existing disclosure in the answer to this question with a side-by-side comparison of Ares Capital’s and American Capital’s investment objectives and strategies and highlight any key differences between the two.

The Fund has made the requested revision on page 11.

23.                               Page 7 – Add a new Q&A to follow “How does Ares Capital’s investment objective and strategy differ from American Capital?” that addresses, by way of a side-by-side comparison, the differences among Ares Capital’s, American Capital’s and, following completion of the Transactions, the combined company’s, total assets, total liabilities, net asset value, asset mix of investments, number of portfolio companies and industrial composition of portfolio.

The Fund has made the requested revision on page 12.

24.                               Page 8 – “How will the combined company be managed following the completion of the Transactions?” – Clarify in the answer to this question that the current directors and officers of American Capital will not be joining Ares Capital after the completion of the Transactions.

The Fund has made the requested revision on page 10.

25.                               Page 8 – “What is expected to happen to annual expenses following the completion of the Transactions?” – Include an estimated time frame in which the combined company expects to achieve cost savings and synergies in the answer to this question.

The Fund has made the requested revision on page 15.

26.                               Page 9 – “Is the merger expected to be taxable to American Capital stockholders?” – Clarify the total percentage of the merger consideration that is expected to be taxable and bifurcate the disclosure for U.S. stockholders and non-U.S. stockholders into separate paragraphs in the answer to this question.

The Fund has made the requested revision on page 18.

27.                               Page 10 – Add disclosure in the answer to “What if the Transactions are not completed?” regarding what will happen to the proceeds of the Mortgage Manager Sale if the Transactions are not completed.

The Fund has made the requested revision on page 19.

U.S. Securities and Exchange Commission

September 16, 2016

Page 6

28.                               Page 10 – “What Ares Capital stockholder vote is required to approve the issuance of the shares of Ares Capital common stock to be issued pursuant to the merger agreement (including, if applicable, at a price below its then current net asset value per share)?” – Revise the disclosure per comment 46 below.  Condense and simplify the disclosure explaining the vote required to approve the proposal to issue Ares Capital common stock pursuant to the merger agreement.

The Fund has made the requested revision on page 20.

29.                               Pages 12 & 13 – “Did the board of directors of American Capital receive opinions from financial advisors regarding the merger consideration?” and “Did the board of directors of Ares Capital receive opinions from financial advisors regarding the merger consideration?” – Condense the answers to these questions; consider replacing certain disclosure with cross-references to existing disclosure elsewhere in the Registration Statement, where applicable.

The Fund has made the requested revision on page 22.

30.                               Page 17 – Include in the Questions and Answers section a summary of the disclosure on pages 450-451 with respect to base management fees, income based fees and capital gains incentive fees payable to Ares Capital’s external adviser.  Include the graphical representation of the calculation of the income based fee in such disclosure.

The Fund has made the requested revision on page 15.

Summary

31.                               Page 19 – Add a structure chart explaining the steps of the proposed mergers under the heading “American Capital and Ares Capital Propose a Merger of Acquisition Sub into American Capital and a Merger of ACAM into IHAM.”

The Fund has made the requested revision on page 27.

32.                               Page 19 – Add a side-by-side comparison of Ares Capital and American Capital, including performance metrics, under the heading “The Parties to the Transactions.”

The Fund has made the requested revision on page 29.

U.S. Securities and Exchange Commission

September 16, 2016

Page 7

33.          Page 21 – Add a table or chart describing the components of the merger consideration under the heading “In the Merger, American Capital Stockholders Will Have a Right to Receive 0.483 of a Share of Ares Capital Common Stock and Approximately $10.06 of Cash Consideration per Share of American Capital Common Stock.”

The Fund has made the requested revision on page 31.

34.                               Pages 21-22 – Add disclosure quantifying the dollar value being paid to option holders based on appropriate assumptions.

The Fund has made the requested revision on page 33.

35.                               Pages 22 & 284 – Clarify that the advisory vote on compensation includes “golden parachute” payments to be made in connection with the completion of the Transactions and disclose the aggregate amount of estimated compensation to be approved under such proposal under the heading “Annual Meeting of American Capital Common Stockholders” in the Summary and the section entitled “American Capital Proposal #2: Advisory (Non-Binding Vote on Compensation).”

The Fund has made the requested revisions on page 33.

36.                               Page 23 – Provide charts and/or tables to illustrate the implied value of the merger consideration based on the trading price of Ares Capital common stock as of the day before the public announcement of the entry into the merger agreement and as of a recent date, under the heading “Comparative Market Price of Securities.” Add information for the relevant most recently reported net asset value of such common stock as well.

The Fund has made the requested revisions on page 34.

37.                               Pages 25 & 141 – If accurate, add disclosure that the American Capital board of directors considered the historical performance of American Capital and its ability to make dividend payments in evaluating the Transactions.

The Fund

CORRESP
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Ares Capital Corporation
 245 Park Avenue, 44th Floor
 New York, NY 10167

September 1, 2016

VIA EDGAR

U.S. Securities and Exchange Commission
 Division of Investment Management
 100 F Street, N.E.
 Washington, D.C. 20549

Re:                             Registration Statement No. 333-212788

Ladies and Gentlemen:

Pursuant to Rule 461(a) promulgated under the Securities Act of 1933, as amended, the undersigned registrant (the “Fund”) hereby requests that the effective date of the above-referenced Registration Statement be accelerated so that the same may become effective at 1:00 p.m. (Washington, D.C. time) on September 1, 2016 or as soon as practicable thereafter.

The Fund understands that:

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

(b)                                 comments of the Staff of the Division of Investment Management (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”) 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.

Sincerely,

ARES   CAPITAL CORPORATION

/s/   Penni F. Roll

Penni   F. Roll

Chief   Financial Officer

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Proskauer Rose LLP   2049 Century Park East, 32nd Floor Los Angeles, CA 90067-3206

September 1, 2016

Monica J. Shilling
   Member of the Firm

d 310.284.4544
    f   310.557.2193
   mshilling@proskauer.com
   www.proskauer.com

VIA EDGAR

United States Securities and Exchange Commission
 Division of Investment Management
 100 F Street, N.E.
 Washington, D.C. 20549
 Attention: Jacob Sandoval

Re:                          Ares Capital Corporation (File No. 333-212788)

Dear Mr. Sandoval:

In telephone conversations on August 4, 2016 and August 23, 2016 you provided us with verbal comments on the registration statement on Form N-2 (the “Registration Statement”) originally filed by Ares Capital Corporation (the “Fund”) on August 1, 2016.  We have revised the Registration Statement to respond to the comments you provided and today filed Amendment No. 2 (“Amendment No. 2”) to the Registration Statement.  We are concurrently filing this letter via EDGAR as a correspondence filing.

Set forth below are the comments verbally provided by the staff of the Securities and Exchange Commission (the “Staff”) and immediately below each comment is the response with respect thereto. Capitalized terms used but not defined herein shall have the meanings set forth in the Registration Statement.

1.                                    Please provide an accounting analysis as to whether the pending acquisition of American Capital, Ltd. is accounted for as a business combination or an asset acquisition. In your analysis, please also address how the Fund overcame the presumption in Article 11-01(d) of Regulation S-X. Please provide an explanation on the purchase accounting treatment if the Fund will have paid more or less than the fair market value of the assets acquired. Please also provide an explanation for the line item “Deemed Contribution from Ares Capital Management.”  In addition, please describe what the Fund’s cost basis in American Capital’s assets will be once the acquisition is completed and how the Fund is determining such cost basis at the closing of the acquisition.

The Fund advises the Staff that the Fund’s pending acquisition (the “American Capital Acquisition”) of American Capital Ltd. (“American Capital”) is being accounted for as an asset acquisition under FASB Accounting Standards Codification Topic 805, Business Combinations (“ASC 805”).

Beijing | Boca Raton | Boston | Chicago | Hong Kong | London | Los Angeles | New Orleans | New York | Newark | Paris | São Paulo | Washington, DC

U.S. Securities and Exchange Commission

September 1, 2016

Page 2

The Fund considered whether or not the American Capital Acquisition represented a business combination under ASC 805-10 or an asset acquisition under ASC 805-50. Although American Capital is an internally managed BDC, which may constitute a business in its entirety under ASC 805, American Capital shareholders are receiving consideration from two distinct entities, the Fund and the Fund’s investment adviser, Ares Capital Management LLC (“Ares Capital Management”). As a result, each component is being accounted for as a separate and distinct transaction.  In exchange for the consideration paid by the Fund, the Fund is solely receiving the fair value of the net assets of American Capital and therefore from the perspective of the Fund, only an asset acquisition has occurred as it relates to the American Capital Acquisition.  In exchange for the consideration paid by Ares Capital Management, Ares Capital Management is receiving the expected future benefit of increased base management and incentive fees and as such will record an intangible asset on its books related to such expected fees.

Additionally, as indicated in ASC 805, the American Capital Acquisition would not qualify as a business combination if the acquired assets do not constitute a business.  The Fund considered the accounting guidance for acquisitions covered in ASC 805 as well as the rules and regulations of the Securities and Exchange Commission, specifically Rule 11-01(d) of Regulation S-X, in determining whether a “business” has been acquired.

ASC 805 indicates that “a business consists of inputs and processes applied to those inputs that have the ability to create outputs.”  With respect to American Capital, the Fund considered whether or not investments represent inputs. Outputs created by investments are typically net gains, dividend and interest income or fee income. However, no processes are necessary to apply to the investments to result in outputs.  The investments acquired from American Capital all qualify for accounting individually under ASC 310, 320 or 323. Under investment company accounting guidelines, as followed by the Fund, the investments will be accounted for at fair value. As a result, the Fund determined that the investments were not inputs as they did not meet the aspect of ASC 805-10-55-4a that states that outputs are the results of processes applied to inputs.

As part of the American Capital Acquisition, the Fund will not acquire any of the employees of American Capital.  Instead, such employees will first be terminated by American Capital and certain employees may be offered employment by Ares Management, L.P. via one of its subsidiaries, Ares Capital Management or Ares Operations LLC. Ares Management, L.P. does not plan on offering employment to any current members of the senior management of American Capital and does not expect that any significant percentage of the current employees of American Capital will be employed by Ares Management, L.P. or its affiliates on a permanent basis. Additionally, employees of American Capital that do become employees of Ares Management, L.P. or its affiliates will work on matters for other funds managed by Ares Management, L.P. in addition to the Fund’s matters. Through the American Capital Acquisition, the Fund will also receive certain rights to the hardware, software and other processes previously used by American Capital’s management.  However, the Fund is externally managed by Ares Capital Management, and Ares Capital Management already has the necessary processes and systems to manage the acquired assets of American Capital without the need for any additional processes or

U.S. Securities and Exchange Commission

September 1, 2016

Page 3

infrastructure.  As such, the hardware, software and other processes previously used by American Capital’s management are inconsequential to the Fund and will likely be ascribed little to no value by the Fund. While there is judgment as to whether the investments acquired represent inputs, the Fund is not acquiring any processes or set of processes that have been ascribed any significant value or value at all nor is the Fund applying any of such processes to the investments to create outputs.  As a result, the Fund does not believe that it is acquiring a business as defined under the guidance of ASC 805 and has concluded that the American Capital Acquisition is not a business combination from its perspective. Accordingly, the Fund believes it is appropriate to follow the guidance under ASC 805-50 and consider the American Capital Acquisition as an asset acquisition.

Article 11-01(d) of Regulation S-X also states that “the term business should be evaluated in light of the facts and circumstances involved and whether there is sufficient continuity of the acquired entity’s operations prior to and after the transactions...”  Although there is a presumption in Article 11-01(d) of Regulation S-X that a “separate entity, a subsidiary, or a division is a business,” there will not be continuity in the operations of American Capital following the completion of the transaction.  As discussed above, the Fund will not acquire any of the employees of American Capital and the employees of American Capital will be terminated.  Also, the hardware, software and other processes previously used by American Capital’s management will likely be inconsequential to the Fund because the Fund is externally managed by Ares Capital Management and Ares Capital Management will manage the acquired assets of American Capital without the need for any additional processes or infrastructure. As a result, even though the Fund is acquiring an entity as part of the American Capital Acquisition, the Fund does not believe it is acquiring a business based on the facts and circumstances of the transaction.

As disclosed by the Fund in Notes 1 and 2 to the Unaudited Pro Forma Condensed Consolidated Financial Statements (the “Pro Forma Financials”) included in the Registration Statement, the fair value of the merger consideration paid by the Fund is allocated to the assets acquired and liabilities assumed based on their relative fair values as of the date of acquisition and will not give rise to goodwill. If the fair value of the net assets acquired exceeds the fair value of the merger consideration paid by the Fund, then the Fund would record a deemed contribution from Ares Capital Management in an amount up to approximately $275 million by analogy to SAB Topic 5T. If the fair value of the net assets acquired exceeds the fair value of the total merger consideration paid by the Fund and by Ares Capital Management, then the Fund would recognize a gain for such excess. Alternatively, if the fair value of the net assets acquired is less than the fair value of the merger consideration paid by the Fund, then the Fund would recognize a loss on purchase. As indicated in Note 2 to the Pro Forma Financials regarding the preliminary pro forma purchase price allocation calculated as of June 30, 2016, the estimated fair value of the net assets acquired on a pro forma basis exceeds the estimated fair value of the merger consideration paid by the Fund resulting in the recognition of a deemed contribution from Ares Capital Management of approximately $39 million, which would be recorded by the Fund in the period the American Capital Acquisition is completed.

U.S. Securities and Exchange Commission

September 1, 2016

Page 4

As disclosed by the Fund in footnote 1 to the Pro Forma Schedule of Investments, the cost basis of the assets acquired in the American Capital Acquisition will be the fair value ascribed to such assets as of the date the American Capital Acquisition is completed.  The accounting standards and methodology in which the Fund determines the fair value of the assets to be acquired in the American Capital Acquisition is set forth in detail in Note 1 to the Pro Forma Financials. Additionally, as the American Capital Acquisition will be a taxable transaction, as is consistent with investment company accounting guidelines, the cost basis for tax purposes will be stepped up to fair value as well.

2.                                    Page 82 – Please revise your disclosure in footnote 1 to the Pro Forma Schedule of Investments to more clearly explain the $181 million estimated purchase price allocation adjustment.

The Fund has revised the disclosure as requested in footnote 1 to the Pro Forma Schedule of Investments on page 82 of Amendment No. 2.

3.                                    Please provide an accounting analysis as to how the Fund is treating potential contingent liabilities of American Capital that may be acquired in the pending acquisition of American Capital.

As discussed above, the American Capital Acquisition is being accounted for as an asset acquisition under ASC 805. As part of the purchase accounting under ASC 805, any current or contingent liabilities of American Capital that are being acquired by the Fund in connection with the American Capital Acquisition will be assumed by the Fund based on their relative fair values as of the date of acquisition, as determined by the Fund. As of June 30, 2016, the pro forma financial statements reflect the Fund’s best estimate of the fair value of all liabilities that would need to be accrued for as is required by ASC 805 and more generally as required by GAAP. These include liabilities such as future lease obligations or other incurred but unpaid operating expenses to be assumed by the Fund in connection with the American Capital Acquisition. As of June 30, 2016, there was no accrual made for any contingent liabilities such as potential litigation as such amounts were not yet estimable or probable.

GENERAL COMMENTS

4.                                    We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filing reviewed by the staff to be certain that they have provided all information 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.

The Fund understands that:

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

U.S. Securities and Exchange Commission

September 1, 2016

Page 5

(b)                              Staff comments or changes to disclosure in response to Staff comments in the filings reviewed by the Staff do not foreclose the SEC 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 SEC 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 Registration Statement. Please do not hesitate to call me at (310) 284-4544.

Very truly yours,

/s/ Monica J. Shilling

Monica J. Shilling

cc:

Penni Roll, Chief   Financial Officer of Ares Capital Corporation

Joshua M. Bloomstein,   General Counsel of Ares Capital Corporation

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Proskauer   Rose LLP 2049 Century Park East, 32nd Floor Los Angeles, CA 90067-3206

Monica   J. Shilling

August 5,   2016

Member   of the Firm

d   310.284.4544

f   310.557.2193

mshilling@proskauer.com

www.proskauer.com

VIA EDGAR

United States Securities and Exchange Commission
 Division of Investment Management
 100 F Street, N.E.
 Washington, D.C. 20549
 Attention: John Ganley

Re:                             Ares Capital Corporation Registration Statement on Form N-2 Filed August 1, 2016
 (File No. 333-212788)

Dear Mr. Ganley:

In a telephone conversation on August 4, 2016, you provided us with verbal comments on the registration statement on Form N-2 (the “Registration Statement”) filed by Ares Capital Corporation (the “Fund”) on August 1, 2016. We have revised the Registration Statement to respond to the comments you provided during the telephone conversation and today filed Amendment No. 1 (“Amendment No. 1”) to the Registration Statement. We are concurrently filing this letter via EDGAR as a correspondence filing.

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 location in the relevant filing of the requested disclosure. Responses to comments given in one section are applicable to other sections of the Registration Statement that contain similar disclosure. Capitalized terms used but not defined herein shall have the meanings set forth in the Registration Statement.

1.              Page 10 — Please add a structure chart explaining the steps of the pending American Capital, Ltd. Acquisition in the summary section and simplify the disclosure regarding the steps of the transaction.  Please also update the chart to show which entities will be merging into which other entities.

The Fund has added the requested disclosure on page 10.

2.              Page 11 — Please revise your disclosure in the summary regarding what the combined company’s asset mix of investments will look like if the proposed transaction with American Capital, Ltd. is consummated into tabular format.  Please update the disclosure to include any information with respect to any equity interests in collateralized loan obligations (“CLO’s”).

Beijing | Boca Raton | Boston | Chicago | Hong Kong | London | Los Angeles | New Orleans | New York | Newark | Paris | São Paulo | Washington, DC

The Fund has revised the disclosure as requested on page 11.

3.              Page 11 — Please provide information in the summary regarding what the combined company’s number of portfolio companies and industry diversification would be if the proposed transaction with American Capital, Ltd. is consummated.

The Fund has added the requested disclosure on page 11.

4.              Page 11 — Where the Fund discloses what the combined company’s total assets, total liabilities and net asset value would be if the proposed transaction with American Capital, Ltd. is consummated, please add the Fund’s actual total assets, total liabilities and net asset value as of such date.

The Fund has added the requested disclosure on page 11.

5.              Page 3 & Page 4 — Senior Direct Lending Program and Senior Secured Lending Program — Please file the agreements for each co-investment program as an exhibit to the registration statement. See Regulation S-K 601(b)(10).

The Fund respectfully submits that it does not believe that the agreements for either co-investment program are required to be filed as exhibits to the Registration Statement because such co-investment program agreements were made in the ordinary course of business, and the Fund’s business is not substantially dependent on any of such agreements.

Item 601(b)(10)(i) of Regulation S-K defines a material contract, in relevant part, as a “contract not made in the ordinary course of business which is material to the registrant . . . .” Item 601(b)(10)(ii) of Regulation S-K states that a contract that “ordinarily accompanies the kind of business conducted by the registrant” shall be deemed to have been made “in the ordinary course,” unless it falls within one of several categories, in which case it must be filed as a material contract except where it is immaterial in amount or significance.

The Fund’s ordinary course of business involves making debt and equity investments to generate both current income and capital appreciation. Accordingly, the co-investment program agreements are in the ordinary course of the Fund’s business.

The Fund considered the categories of ordinary course contracts that are nevertheless required to be filed and determined that only the category described in Item 601(b)(10)(ii)(B), which requires the filing of any “contract upon which the registrant’s business is substantially dependent, as in the case of continuing contracts to sell the major part of registrant’s product or services or to produce the major part of registrant’s requirements of goods, services or raw materials,” could potentially be applicable to the co-investment program agreements. [Emphasis added.] There is no bright line test under Item 601(b)(10)(ii)(B) to determine whether a company is substantially dependent on a particular contract or agreement. However, the “major part” references included in Item 601(b)(10)(ii)(B) do highlight the fact that the contract has to affect the Fund’s basic business operations in a fundamental or structural way.  In that regard, the Fund

2

does not believe it is substantially dependent on either co-investment program contract, including as a result of its ability to enter into additional co-investment programs with other third parties on terms similar to those of the existing co-investment programs in a reasonable time frame. Thus, the Fund has concluded that each co-investment program agreement is an ordinary course agreement on which the Fund is not substantially dependent.

6.              Page 51 — Unaudited Pro Forma Financial Statements — Please inform us whether these pro forma financial statements will be updated to be dated June 30, 2016?  S-X 11-02(c) appears to require the pro formas to be dated as of the most recent period for which a consolidated balance sheet is required to be filed.

The Fund has updated the pro forma financial statements as of June 30, 2016 on pages 20-21, 22 and 52-89.

7.              Page 53 — Pro Forma Condensed Consolidated Statement of Operations for the Three Months Ended March 31, 2016 — The negative $9 adjustment for “Interest and credit facility fees” should be a positive $9 in order for that line item to add up correctly.

The Fund agrees that the negative $9 adjustment for “Interest and credit facility fees” should have been a positive $9 for the period presented.  The Fund has since updated the Pro Forma Condensed Consolidated Statement of Operations as of June 30, 2016 on page 54.

8.              Page 83 — Footnote 1 - Basis of Pro Forma Presentation — Disclosure in the second paragraph describes the accounting treatment of the acquisition sub into American Capital.  Please explain why the merger of ACAM into IHAM is not discussed here.

The merger of ACAM into IHAM is not discussed in Footnote 1 because the combined entity will continue to be accounted for as a portfolio investment of the Fund.  The Fund has added disclosure to the Pro Forma Schedule of Investments on page 82 to show the amortized cost and fair value of IHAM as of June 30, 2016, pro forma for the merger of ACAM into IHAM and certain other transactions.

GENERAL COMMENTS

9.              We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filing reviewed by the staff to be certain that they have provided all information 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.

The Fund understands that:

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

3

(b)                                 Staff comments or changes to disclosure in response to Staff comments in the filings reviewed by the Staff do not foreclose the SEC 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 SEC 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 Registration Statement. Please do not hesitate to call me at (310) 284-4544.

Very   truly yours,

/s/   Monica J. Shilling

Monica   J. Shilling

cc:

Penni   Roll, Chief Financial Officer of Ares Capital Corporation

Joshua   M. Bloomstein, General Counsel of Ares Capital Corporation

4

June 6, 2014    Monica Shilling, Esq. Proskauer Rose LLP 2049 Century Park East, 32nd Floor Los Angeles, CA 90067   Re: Ares Capital Corporation  File Nos. 333-195748 and 814-663  Dear Ms. Shilling,   On May 7, 2013, you filed a registration st atement on Form N-2 for Ares Capital
Corporation (the “Fund”) in connection with the shelf registration of it s common stock, preferred
stock, debt securities, subscription rights, warrants, and units.

We have reviewed the registration statement,  as well as the Fund’s reports on Form 10-Q
for the period ended March 31, 2014 and Form 10-K for the period ended December 31, 2013,
and have provided our comments below.  Fo r convenience, we gene rally organized our
comments using headings, defined terms and page  numbers found in the registration statement
and reports.  Where a comment is made in one loca tion, it is applicable to all similar disclosure
appearing elsewhere in the regi stration statement or report.

PROSPECTUS

Prospectus Summary — The Co mpany — Overview (Page 1)

1. The second full paragraph on page 2 of this  section states that  the Fund may make
commitments to portfolio companies in excess of the Fund’s final investment .  It further states
that the Fund, after initi ally agreeing to a fund up to a cert ain dollar amount of an investment,
may “subsequently syndicate or sell a portion of such amount  (including, without limitation to
vehicles managed by our portfolio com pany, Ivy Hill Asset Management, L.P . (“IHAM”)),
such that we are left with a smaller investment than what was reflected in our original commitment.”  (Emphasis added.)  The Fund has obtained exemptive relief from Section
12(d)(3) of the Investment Company Act of 1940 (the “1940 Act”) to permit the ownership of
interests in IHAM.  See Investment Company Act Releas e No. 29977 (Mar. 9, 2012) (Notice);
Investment Company Act Release No. 30024 (May 31, 2012) (Order).  Condition 4 of the exemptive relief provides that a majority of th e independent directors of the Fund will approve

Monica Shilling, Esq.
June 6, 2014 Page 2   any transaction involving the Fund and an inve stment vehicle manage d by IHAM that would
violate Section 57(a), but for Rule 57b-1.  Pleas e confirm that the sales referred to in the
italicized language above woul d be subject to the approva l set forth in Condition 4.

Liquidity (Page 8)

2. This section, which sets forth the Fund’s outstanding indebtedness in  paragraph form, is
difficult to read.  Please set fort h the indebtedness in a table or  other format with appropriate
headings to improve its readability.  3. This section refers both to “convertible senior unsecured notes” and “senior unsecured
notes.”  A review of the terms of  the senior unsecured notes issued  shows that they are junior in
ranking to all debt, other than debt which is expressly subordinated to the notes. The Fund has
issued no subordinated debt.  A ccordingly, the unsecure d notes that have been issued are not
senior to any other debt.  Please revise the disclosure to make cl ear that the notes issued are not
senior to any other outstanding debt.  Please also  represent to us that the Fund will not use the
term “senior” with respect to future offerings unl ess the debt will be senior in priority to other
outstanding debt.
Offerings (Page 12)

4. The second paragraph of this section indicates that the annu al shareholder meeting would
be held on June 2, 2014.  Please update the disclosure as appropriate.

Fee and Expenses  — Example (Page 18)

5. The Example presents two lines, respectively showing the hypothetical costs of investing.
The captions for the two lines are identical excep t for the footnote symbols.  As a result the
presentation may be confusing to investors.  Th e costs presented in the first line assume that
none of the returns of the Fund are subject to a ca pital gains incentive fee.  The costs presented in
the second line assume that all of  the returns are subjec t to the capital gains incentive fee.  Please
revise the captions to avoid inve stor confusion.  For example, c onsider adding to  the first line
“, none of which is subject to an incentive fee”.   For the second line, consider adding “, all of
which is subject to a capital gains incentive f ee.”  Finally, please revi se footnote (2) to the
Example in plain English.
Risks Related to Our Business  — We may have difficulty paying our required distributions
under applicable tax rules if we recognize in come before or without receiving cash
representing such income.  (Page 30)

6. This section indicates that original issu e discount (“OID”) or payment-in-kind (“PIK”)
interest may be included in the Fund’s income before it receives any corresponding cash payments.  In addition to the risks set forth here concerning OID and PIK interest, please
disclose the following risks:

Monica Shilling, Esq.
June 6, 2014 Page 3
a) The higher interest rates of OI D instruments reflect the payment deferral and credit risk
associated with them.  Investors in the Fund share the risks and rewards of OID and
market discount.  These risks, however, are not shared by the adviser, who in the case of
payment-in-kind (“PIK”) loans, collects higher asset-based fees with no deferral of cash
payments and no repayment obligation to the Fund  if any of these loan s are uncollectable.

b) OID instruments may have unreliable valua tions because their continuing accruals
require continuing judgments about the collect ability of the deferre d payments and the
value of any associated collateral.
c) OID instruments generally represent a significan tly higher credit risk than coupon loans.

d) OID income received by the Fund may create  uncertainty about th e source of the Fund’s
cash distributions.  For accounting purposes , any cash distributions  to shareholders
representing OID or market discount income are not treat ed as coming from paid-in
capital, even though the cash to pay them comes from the offering proceeds.  Thus,
although a distribution of OID or  market discount interest co mes from the cash invested
by shareholders, Section 19(a) of the 1940 Ac t does not require that shareholders be
given notice of this fact by reporti ng it as a return of capital.

e) In the case of PIK debt, the deferral of PI K interest has the simultaneous effects of
increasing the assets under management and increasing the management fee at a
compounding rate.  In addition, the deferral of PIK interest also reduces the loan-to-value
ratio at a compounding rate.

PART C  Item 25.  Financial Statements  and Exhibits (Page C-1)

7. Exhibits (h)(1) and (h)(2) listed on page C-3 refer, respectively, to a Form of
Underwriting Agreement for Equity  Securities and a Form of U nderwriting Agreement for Debt
Securities.  Please represent to us that the F und will file an executed underwriting agreement by
post-effective amendment to the registration statem ent at the time of each offering of securities.

8. Exhibit 99.4, listed on page C-5, refers to  the Form of Preliminary Prospectus
Supplement for Debt Offerings, which is incor porated by reference to Exhibit 99.4 from a pre-
effective amendment to a registration statement f iled on July 19, 2012.  We note that this form of
prospectus is general for debt offerings.  We further note that  the Fund has issued Unsecured
Convertible Senior Notes and Senior Unsecured Notes.  Please file a form of prospectus
supplement for each particular type of debt the Fund expects to offer.  Please also ensure that the
cover page, summary, and risk sections of the fo rm of prospectus supplement are drafted using
plain English principals and do not use lega l jargon or highly tec hnical business terms. See Rule
421(d) under the Securities Act of  1933 (the “Securities Act”).

Monica Shilling, Esq.
June 6, 2014 Page 4
FORM 10-K FILED FEBRUARY 26, 2014
SSLP Loan Portfolio as of December 31, 2013 (Page 67)

9. This section includes a ta ble presenting the holdings of the SSLP Loan Portfolio,
including the fair value of each holding as of  December 31, 2013.  Please include a similar table
in future 10-Q filings.
Selected Statement of Opera tions Information (Page 71)
10.  In future 10-Q and 10-K filings, please add the following items to the disclosure in the
statement of operations presentation:
 Management and Incentive Fees incurred by the SSLP
 Net change in unrealized appreciati on or depreciation on investments
 Net realized gains or unreal ized losses on investments
 Net increase or decrease in net assets

GENERAL COMMENTS

11. We note that portions of the filing are 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 you supply to us, or on exhi bits added in any pre-effective
amendments.  12. If you intend to omit certain information from  the form of prospectus included with the
registration statement that is d eclared effective, in reliance on Rule 430A under the Securities
Act, please identify the omitted information to us, preferably before filing the final pre-effective amendment.  13. Please advise us if you have submitted or expect to submit an exemptive application or no-action request in connection with  your registration statement.
 14. Responses to this letter should be in the fo rm 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 f act in a letter to us and briefl y state the basis for your position.
 15. We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing reviewed by the staff to be certain that they have provided all information investors
require to make an informed decision.  Since the Company and its management are in possession
of all facts relating to the Company's disclosu re, they are responsible for the accuracy and
adequacy of the disclosures they have made.

Monica Shilling, Esq.
June 6, 2014 Page 5        * * * * * * *      Notwithstanding our comments, in the ev ent the Company request s 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 Company fr om its full responsibility for
the adequacy and accuracy of the disclosure in the filing; and

 the Company 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 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 w ill act on the request and, pursuant to delegated authority, grant
acceleration of the effective date.
    Should you have any questions prior to fili ng a pre-effective amendment, please feel free
to contact me at 202-551-6959.             S i n c e r e l y ,                        / s /             John M. Ganley           Senior Counsel  cc: Michael J. Shaffer

CORRESP
1
filename1.htm

Ares Capital Corporation
 245 Park Avenue, 44th Floor
 New York, NY 10167

June 26, 2014

VIA EDGAR AND FACSIMILE

U.S. Securities and Exchange Commission
 Division of Investment Management
 100 F Street, N.E.
 Washington, D.C. 20549

Re:                        Registration Statement No. 333-195748

Ladies and Gentlemen:

Pursuant to Rule 461(a) promulgated under the Securities Act of 1933, as amended, the undersigned registrant (the “Fund”) hereby requests that the effective date of the above-referenced Registration Statement be accelerated so that the same may become effective at 4:00 p.m. (Washington, D.C. time) on June 27, 2014 or as soon as practicable thereafter.

The Fund understands that:

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

(b)                              comments of the Staff of the Division of Investment Management (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”) 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.

Sincerely,

ARES CAPITAL CORPORATION

/s/ Penni F. Roll

Penni F. Roll

Chief Financial Officer

CORRESP
1
filename1.htm

Proskauer Rose LLP   2049 Century Park East, 32nd Floor   Los Angeles, CA 90067-3206

Monica J. Shilling
   Member of the Firm

d 310.284.4544

f 310.557.2193

mshilling@proskauer.com

www.proskauer.com

June 26, 2014

VIA EDGAR

U.S. Securities and Exchange Commission
 Division of Investment Management
 100 F Street, N.E.
 Washington, D.C. 20549
 Attention:  John M. Ganley, Senior Counsel

Re:                        Ares Capital Corporation (File Nos. 333-195748 and 814-00663)

Dear Mr. Ganley:

Ares Capital Corporation (the “Fund”) has today filed Amendment No. 2 (“Amendment No. 2”) to its registration statement initially filed on Form N-2 on May 7, 2014 (the “Registration Statement”).  Amendment No. 2 sets forth the responses to the comments of the Staff of the Division of Investment Management (the “Staff”) of the U.S. Securities and Exchange Commission provided in telephone conversations with me on June 20, 2014, June 23, 2014 and June 25, 2014 relating to the above-referenced filing.

Set forth below are the comments verbally referenced by the Staff in the telephone conversations and immediately below each comment is the response with respect thereto and, where applicable, the location in the relevant filing of the requested disclosure.  Capitalized terms used but not defined herein shall have the meanings set forth in the Registration Statement.

PROSPECTUS

Liquidity (Page 8)

1.                                    The Staff referred to comment #3 from its letter, dated June 6, 2014, related to the above-referenced filing (the “June 6 Letter”), and asked the Fund to revise its disclosure to make clear that the “convertible senior unsecured notes” and “senior unsecured notes” referred to in the Registration Statement are not currently senior to any other outstanding debt.  The Staff also asked the Fund to represent to the Staff that the Fund will not use the term “senior” with respect to future offerings of debt securities unless the debt will be senior in priority to other outstanding debt.

The Fund has revised the disclosure throughout the Registration Statement as requested.  In addition, the Fund represents to the Staff that the Fund will not use the term “senior” with respect to future offerings of debt securities unless the debt will be senior in priority to other outstanding debt.

U.S. Securities and Exchange Commission

June 26, 2014

Page 2

Risks Related to Our Business — We may have difficulty paying our required distributions under applicable tax rules if we recognize income before or without receiving cash representing such income.  (Page 30)

2.                                    The Staff referred to comment #6 from the June 6 Letter and asked the Fund to represent to the Staff that if the percentage of the Fund’s investments with original issue discount (“OID”) or payment-in-kind (“PIK”) interest meaningfully increased, it would consider adding the factors identified by the Staff to its disclosure.

The Fund represents to the Staff that if the percentage of the Fund’s investments with OID or PIK interest meaningfully increases, it will consider adding the factors identified by the Staff to its disclosure.

PART C

Item 25.  Financial Statements and Exhibits (Page C-1)

3.                                    The Staff asked the Fund to revise the forms of prospectus supplement for retail notes and institutional notes to explain or define certain legal jargon and highly technical business terms used in the cover page, summary and risk sections.  In addition, the Staff asked the Fund to represent that it will file a post-effective amendment to the Registration Statement in order to file a form of prospectus supplement for any type of debt to be offered that is materially different from the types of debt for which the Fund has filed forms of prospectus supplements.

The Fund has revised the forms of prospectus supplement for retail notes and institutional notes in response to the Staff’s comment and refiled such revised forms as Exhibits 99.8 and 99.9 to the Registration Statement.  The Fund represents to the Staff that it will file a post-effective amendment to the Registration Statement in order to file a form of prospectus supplement for any type of debt to be offered that is materially different from the types of debt for which the fund has filed forms of prospectus supplements, unless the Staff advises the Fund that such filing is not necessary.

U.S. Securities and Exchange Commission

June 26, 2014

Page 3

We look forward to discussing with you any additional questions you may have regarding the Registration Statement.  As we have noted, the Fund would like to go effective as soon as possible in order to be in a position to raise capital as early as the week of June 30, 2014; as a result, anything you can do in order to expedite review of Amendment No. 2 would be much appreciated.  Please do not hesitate to call me at (310) 284-4544.

Very truly yours,

/s/ Monica   J. Shilling

Monica J. Shilling

Enclosures

cc:                              Michael J. Arougheti, Ares Capital Corporation
 R. Kipp deVeer, Ares Capital Corporation
 Penni F. Roll, Ares Capital Corporation
 Joshua M. Bloomstein, Ares Capital Corporation

CORRESP
1
filename1.htm

Proskauer   Rose LLP 2049 Century Park East, 32nd Floor Los Angeles, CA 90067-3206

Monica   J. Shilling

Member   of the Firm

d   310.284.4544

f   310.557.2193

mshilling@proskauer.com

www.proskauer.com

June 16, 2014

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Investment Management

100 F Street, N.W.

Washington, D.C. 20549

Attention:  John M. Ganley, Senior Counsel

Re:                        Ares Capital Corporation (File Nos. 333-195748 and 814-00663)

Dear Mr. Ganley:

Ares Capital Corporation (the “Fund”) has today filed Amendment No. 1 (“Amendment No. 1”) to its registration statement filed on Form N-2 on May 7, 2014 (the “Registration Statement”).  The amendment sets forth the responses to the comments of the Staff of the Division of Investment Management (the “Staff”) of the U.S. Securities and Exchange Commission (the “SEC”) contained in your letter dated June 6, 2014 relating to the above-referenced filing.

Set forth below are the comments of the Staff contained in the Staff’s letter and immediately below each comment is the response with respect thereto and, where applicable, the location in the relevant filing of the requested disclosure.  Responses to comments given in one section are applicable to other sections of the Registration Statement that contain similar disclosure. Capitalized terms used but not defined herein shall have the meanings set forth in the Registration Statement.

PROSPECTUS

Prospectus Summary — The Company — Overview (Page 1)

1.                                      The second full paragraph on page 2 of this section states that the Fund may make commitments to portfolio companies in excess of the Fund’s final investment.  It further states that the Fund, after initially agreeing to a fund up to a certain dollar amount of an investment, may “subsequently syndicate or sell a portion of such amount (including, without limitation to vehicles managed by our portfolio company, Ivy Hill Asset Management, L.P. (“IHAM”)), such that we are left with a smaller investment than what was reflected in our original commitment.”  Emphasis added.)  The Fund has obtained exemptive relief from Section 12(d)(3) of the Investment Company Act of 1940 (the “1940 Act”) to permit the ownership of interests in IHAM.  See Investment Company Act Release No. 29977 (Mar. 9, 2012) (Notice); Investment Company Act Release No. 30024 (May 31, 2012) (Order).  Condition 4 of the exemptive relief provides that a majority of the independent directors of the Fund will approve any transaction involving the Fund and an investment vehicle managed by IHAM that would violate Section 57(a), but for Rule 57b-1.  Please confirm that the sales referred to in the italicized language above would be subject to the approval set forth in Condition 4.

U.S. Securities and Exchange Commission

June 16, 2014

Page 2

The Fund notes that Condition 4 of the exemptive relief states: “None of the Company, Ivy Hill or any entity controlled by Ivy Hill, will enter into any Covered Transaction, as defined below, unless a majority of the Independent Directors who have no financial interest in such Covered Transaction has approved it.  A ‘Covered Transaction’ is any transaction involving the Company, Ivy Hill or any entity controlled by Ivy Hill other than the [IHAM Vehicles], on the one hand, and any [IHAM Vehicle] in which ACM, any person affiliated with ACM (other than the Company or any entity controlled by the Company), any of their clients, or the Administrator, is invested, on the other hand, where such transaction would violate Section 57(a) of the 1940 Act but for Rule 57b-1 under the 1940 Act” (emphasis added) (“Condition 4”).  The Fund confirms that, to the extent a sale referred to in the italicized language referenced above was required to be approved under Condition 4, the Fund has obtained such approval.

Liquidity (Page 8)

2.                                      This section, which sets forth the Fund’s outstanding indebtedness in paragraph form, is difficult to read.  Please set forth the indebtedness in a table or other format with appropriate headings to improve its readability.

The Fund has revised the disclosure on page 8 of Amendment No. 1 to improve its readability by removing the detail on type of indebtedness and instead including a cross-reference to “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Financial Condition, Liquidity and Capital Resources,” where additional detail is provided regarding the Fund’s outstanding indebtedness in tabular form.

3.                                      This section refers both to “convertible senior unsecured notes” and “senior unsecured notes.” A review of the terms of the senior unsecured notes issued shows that they are junior in ranking to all debt, other than debt which is expressly subordinated to the notes.  The Fund has issued no subordinated debt.  Accordingly, the unsecured notes that have been issued are not senior to any other debt.  Please revise the disclosure to make clear that the notes issued are not senior to any other outstanding debt.  Please also represent to us that the Fund will not use the term “senior” with respect to future offerings unless the debt will be senior in priority to other outstanding debt.

The Fund believes that its disclosure and use of the term “senior” with respect to its convertible senior unsecured notes and senior unsecured notes (collectively, the “Senior Notes”) is appropriate and is reflective of market convention for how these notes are referred to and described in the debt capital markets. Therefore, the Fund respectfully disagrees with the Staff’s comments.

2

U.S. Securities and Exchange Commission

June 16, 2014

Page 3

Among notes there are two basic levels of seniority: senior and subordinated.  By longstanding convention in the securities industry, all notes that are not subordinated to other indebtedness are “senior.”  Issuers routinely use the term “senior” with respect to such notes because in fact such notes are senior in right of payment to any existing or future subordinated indebtedness.  The senior notes rank equally with all other senior notes and are senior in right of payment to any existing or future subordinated indebtedness, including subordinated notes.   Accordingly, the Fund believes that not using the term “senior” with respect to senior notes would confuse the securities marketplace as to such notes’ ranking in the Fund’s capital structure, make it more difficult for investors to distinguish such notes from other debt issues in the market and, by making such notes less marketable to investors, hinder the Fund’s ability to compete and raise capital.

In addition, the Fund notes that it clearly describes on page 86 of Amendment No. 1 and has described in each prospectus supplement (or offering memorandum) used in connection with an offering of the Senior Notes that the Senior Notes rank (i) senior in right of payment to the Fund’s existing and future indebtedness that is expressly subordinated in right of payment to such notes, (ii) equal in right of payment to the Fund’s existing and future unsecured indebtedness that is not expressly subordinated, (iii) effectively junior in right of payment to any of the Fund’s secured indebtedness (including existing unsecured indebtedness that the Fund later secures) to the extent of the value of the assets securing such indebtedness and (iv) structurally junior to all existing and future indebtedness (including trade payables) incurred by the Fund’s subsidiaries, financing vehicles or similar facilities.  See also page S-2 of the Form of Prospectus Supplement For Retail Notes Offerings and pages S-6 and S-18 of the Form of Prospectus Supplement For Institutional Notes Offerings, filed as Exhibits 99.8 and 99.9, respectively, to the Registration Statement, which set forth disclosure with respect to the priority of the notes that the Fund expects to offer pursuant to the Registration Statement.

Offerings (Page 12)

4.                                      The second paragraph of this section indicates that the annual shareholder meeting would be held on June 2, 2014.  Please update the disclosure as appropriate.

The Fund has revised the disclosure as requested where applicable.

Fee and Expenses — Example (Page 18)

5.                                      The Example presents two lines, respectively showing the hypothetical costs of investing.  The captions for the two lines are identical except for the footnote symbols.  As a result the presentation may be confusing to investors.  The costs presented in the first line assume that none of the returns of the Fund are subject to a capital gains incentive fee.  The costs presented in the second line assume that all of the returns are subject to the capital gains incentive fee.  Please revise the captions to avoid investor confusion.  For example, consider adding to the first line “, none of which is subject to an incentive fee”.  For the second line, consider adding “, all of which is subject to a capital gains incentive fee.” Finally, please revise footnote (2) to the Example in plain English.

The Fund has revised the disclosure as requested on page 17 of Amendment No. 1.

3

U.S. Securities and Exchange Commission

June 16, 2014

Page 4

Risks Related to Our Business — We may have difficulty paying our required distributions under applicable tax rules if we recognize income before or without receiving cash representing such income.  (Page 30)

6.                                      This section indicates that original issue discount (“OID”) or payment-in-kind (“PIK”) interest may be included in the Fund’s income before it receives any corresponding cash payments.  In addition to the risks set forth here concerning OID and PIK interest, please disclose the following risks:

a)                                     The higher interest rates of OID instruments reflect the payment deferral and credit risk associated with them.  Investors in the Fund share the risks and rewards of OID and market discount.  These risks, however, are not shared by the adviser, who in the case of payment-in-kind (“PIK”) loans, collects higher asset-based fees with no deferral of cash payments and no repayment obligation to the Fund if any of these loans are uncollectable.

b)                                     OID instruments may have unreliable valuations because their continuing accruals require continuing judgments about the collectability of the deferred payments and the value of any associated collateral.

c)                                      OID instruments generally represent a significantly higher credit risk than coupon loans.

d)                                     OID income received by the Fund may create uncertainty about the source of the Fund’s cash distributions.  For accounting purposes, any cash distributions to shareholders representing OID or market discount income are not treated as coming from paid-in capital, even though the cash to pay them comes from the offering proceeds.  Thus, although a distribution of OID or market discount interest comes from the cash invested by shareholders, Section 19(a) of the 1940 Act does not require that shareholders be given notice of this fact by reporting it as a return of capital.

e)                                      In the case of PIK debt, the deferral of PIK interest has the simultaneous effects of increasing the assets under management and increasing the management fee at a compounding rate.  In addition, the deferral of PIK interest also reduces the loan-to-value ratio at a compounding rate.

The Fund respectfully submits that the risks set forth in items (a)-(e) above are not principal risks associated with an investment in the Fund.  Instruments with OID or PIK interest currently represent less than 2% of the Fund’s total portfolio at fair value.  In addition, the Fund notes that it has further clarified disclosure in the second paragraph of the risk factor entitled “Our investment adviser’s fee structure may induce it to make certain investments, including speculative investments,” on page 40 of Amendment No. 1 regarding the effect of instruments with OID or PIK interest on the Fund’s investment adviser’s fee structure.

4

U.S. Securities and Exchange Commission

June 16, 2014

Page 5

PART C

Item 25.  Financial Statements and Exhibits (Page C-1)

7.                                      Exhibits (h)(1) and (h)(2) listed on page C-3 refer, respectively, to a Form of Underwriting Agreement for Equity Securities and a Form of Underwriting Agreement for Debt Securities.  Please represent to us that the Fund will file an executed underwriting agreement by post-effective amendment to the registration statement at the time of each offering of securities.

The Fund confirms to the Staff that, in connection with each offering of securities pursuant to the Registration Statement, it will file a post-effective amendment containing as a new exhibit a copy of any underwriting agreement executed in connection with each such offering.

8.                                      Exhibit 99.4, listed on page C-5, refers to the Form of Preliminary Prospectus Supplement for Debt Offerings, which is incorporated by reference to Exhibit 99.4 from a pre-effective amendment to a registration statement filed on July 19, 2012.  We note that this form of prospectus is general for debt offerings.  We further note that the Fund has issued Unsecured Convertible Senior Notes and Senior Unsecured Notes.  Please file a form of prospectus supplement for each particular type of debt the Fund expects to offer.  Please also ensure that the cover page, summary, and risk sections of the form of prospectus supplement are drafted using plain English principals and do not use legal jargon or highly technical business terms.  See Rule 421(d) under the Securities Act of 1933 (the “Securities Act”).

The Fund has filed a form of prospectus supplement for retail notes and institutional notes, which are the types of debt securities that the Fund reasonably expects to offer pursuant to the Registration Statement.  See Exhibits 99.8 and 99.9 to the Registration Statement.  The Fund notes that it has not included a form of prospectus supplement for an offering of convertible senior unsecured notes because it does not currently intend to offer any convertible senior unsecured notes pursuant to the Registration Statement.  In addition, the Fund has drafted the cover page, summary and risk sections of such forms of prospectus supplement filed with the Registration Statement as requested.

FORM 10-K FILED FEBRUARY 26, 2014

SSLP Loan Portfolio as of December 31, 2013 (Page 67)

9.                                      This section includes a table presenting the holdings of the SSLP Loan Portfolio, including the fair value of each holding as of December 31, 2013.  Please include a similar table in future 10-Q filings.

The Fund notes that it includes a table with the fair value of the SSLP Loan Portfolio as of fiscal year end in each of its 10-Q filings, but respectfully submits that it will be unable to include a similar table with quarterly fair values in future Form 10-Q filings.  The Fund notes that at the Staff’s request, as described in the Fund’s letter dated August 16, 2012 to the Staff (a copy of which is attached to this letter as Exhibit A), the Fund confirmed to the Staff that it will provide, and the Fund has provided in all subsequent

5

U.S. Securities and Exchange Commission

June 16, 2014

Page 6

Form 10-Q filings, disclosure in its Form 10-Q filings “with respect to . . . the fair value of loans in the SSLP’s portfolio (individually and in the aggregate) as of the then most recent prior year end” (the “SSLP Undertaking Letter”).  As previously discussed with the Staff in connection with t

CORRESP
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Proskauer Rose LLP     2049 Century Park East, 32nd Floor     Los Angeles, CA 90067-3206

April 16, 2014

VIA EDGAR

Monica J. Shilling
   Member of the Firm

d 310.284.4544

f 310.557.2193

mshilling@proskauer.com

www.proskauer.com

United States Securities and Exchange Commission
 Division of Investment Management
 100 F Street, N.E.
 Washington, D.C. 20549
 Attention:  Anu Dubey

Re:                          Ares Capital Corporation Preliminary Proxy Statement Filed March 27, 2014
 (File No. 814-00663)

Dear Ms. Dubey:

In a telephone conversation on April 3, 2014, you provided us with verbal comments on the preliminary proxy statement (the “preliminary proxy”) filed by Ares Capital Corporation (the “Fund”) on March 27, 2014.  We have revised the preliminary proxy (as revised, the “proxy statement”) to respond to the comments you provided during the telephone conversation.  We are concurrently filing this letter via EDGAR as a correspondence filing.

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.  Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to them in the proxy statement.

Principal Accountant Fees and Services, page 30

1.            You asked the Fund to revise the description of Audit-Related Fees to provide more detail on the nature of “assurance and related services.”

The Fund has expanded the description of Audit-Related Fees to note that “assurance and related services” include “audit, attestation and agreed-upon procedures engagements that are not required by statute or regulation, such as agreed upon procedures related to financial covenant compliance under revolving debt agreements.”

Examples of Dilutive Effect of the Issuance of the Shares Below NAV, pages 37-40

2.            You asked the Fund to revise the tables on pages 38 and 40 of the preliminary proxy to include examples reflecting a 25% offering at a 25% discount.

April 16, 2014

Page 2

The Fund has revised the above referenced tables and corresponding disclosure in the proxy statement in response to the Staff’s comment.

Additional Changes

In addition, the Fund will make certain non-substantive changes such as filling in blanks, updating information and making stylistic changes to the proxy statement prior to filing the definitive proxy statement.

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.

As always, thank you for your assistance and please do not hesitate to call me at (310) 284-4544 with any questions.  As we discussed, the Fund expects to file its definitive proxy statement by the end of this week.

Very truly yours,

/s/ Monica J. Shilling

Monica J. Shilling

Enclosures

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

CORRESP
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Ares Capital Corporation
 245 Park Avenue, 44th Floor
 New York, NY 10167

June 14, 2013

VIA EDGAR AND FACSIMILE

United States Securities and Exchange Commission
 Division of Investment Management
 100 F Street, N.E.
 Washington, DC 20549

Re:                          Registration Statement No. 333-188175

Ladies and Gentlemen:

Pursuant to Rule 461(a) promulgated under the Securities Act of 1933, as amended, the undersigned registrant (the “Fund”) hereby requests that the effective date of the above-referenced Registration Statement be accelerated so that the same may become effective at 4:00 p.m. (Washington D.C. time) on June 17, 2013 or as soon as practicable thereafter.

The Fund understands that:

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

(b)                              comments of the Staff of the Division of Investment Management (the “Staff”) 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.

Sincerely,

ARES CAPITAL   CORPORATION

/s/ Penni F. Roll

Penni F. Roll

Chief Financial Officer

CORRESP
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Proskauer Rose LLP   2049 Century Park East, 32nd Floor   Los Angeles, CA 90067-3206

June 11, 2013

Monica J. Shilling
   Member of the Firm

d 310.284.4544

f 310.557.2193

mshilling@proskauer.com

www.proskauer.com

VIA EDGAR

United States Securities and Exchange Commission
 Division of Investment Management
 100 F Street, N.W.
 Washington, D.C. 20549
 Attention:  Amy W. Miller, Senior Counsel

Re:                   Ares Capital Corporation (File Nos. 333-188175 and 814-00663)

Dear Ms. Miller:

Ares Capital Corporation (the “Fund”) has today filed Amendment No. 1 (“Amendment No. 1”) to its registration statement filed on Form N-2 on April 26, 2013 (the “Registration Statement”).  The amendment sets forth the responses to the comments of the Staff of the Division of Investment Management (the “Staff”) contained in your letter dated May 24, 2013 relating to the above-referenced filing.

Set forth below are the comments of the Staff contained in the Staff’s letter and immediately below each comment is the response with respect thereto and, where applicable, the location in the relevant filing of the requested disclosure.  Responses to comments given in one section are applicable to other sections of the Registration Statement that contain similar disclosure. Capitalized terms used but not defined herein shall have the meanings set forth in the Registration Statement.

Prospectus Summary – The Company – Overview (Page 2)

1.                                    The information on this page concerns Ares, the adviser’s parent company. The Prospectus Summary should provide a clear and concise description of the “key features of the offering and the Registrant.”  See Form 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 prospectus.

The Fund has revised the disclosure as requested on page 3 of Amendment No. 1.

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.

The Fund has revised the disclosure as requested on pages 9-10 of Amendment No. 1.

United States Securities and Exchange Commission

June 11, 2013

Page 2

Prospectus Summary – Offerings (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, 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).

The Fund does not currently intend to distribute returns of capital and as a result has not made any changes to the disclosure.

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

4.                                    Please confirm that the expenses of the Senior Secured Loan Program are included in the Acquired Fund Fees and Expenses line item of the fee table.

Item 3 of Form N-2 defines an “Acquired Fund” as “any company in which the Registrant invests or intends to invest (A) that is an investment company or (B) that would be an investment company under section 3(a) of the 1940 Act (15 U.S.C. 80a-3(a)) but for the exceptions to that definition provided for in sections 3(c)(1) and 3(c)(7) of the 1940 Act (15 U.S.C. 80a3(c)(1) and 80a-3(c)(7)).”  Because the SSLP is not an investment company and relies on the exception from the definition of “investment company” set forth in Rule 3(a)(7) of the 1940 Act, the SSLP is not an “Acquired Fund” and thus its expenses are not 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.

The Fund has revised the disclosure as requested on page 16 of Amendment No. 1.

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 supplements the reasons for the expected delay.  See Guide 1 to Form N-2.

United States Securities and Exchange Commission

June 11, 2013

Page 3

The Fund confirms that the prospectus supplements filed in connection with each future offering that disclose that all or a portion of the proceeds will be used to invest in portfolio companies will disclose how long the Fund anticipates it will take the Fund to invest such proceeds in accordance with the Fund’s investment objective.  Additionally, the Fund confirms that if the Fund expects the investment period to exceed three months, it will disclose in the prospectus supplements the reasons for the expected delay.

Management – Directors (Page 117)

7.                                    Please provide the information requested by Form N-2, Item 18.1 in the tabular format provided therein.

The Fund has revised the disclosure as requested on pages 118-121 of Amendment No. 1.

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-effective amendments on disclosures made in response to this letter, on information you supply to us, or on exhibits added in any pre-effective amendments.

The Fund acknowledges that the Staff may have additional comments on disclosures made in response to Staff comments, on information supplied in this letter or otherwise supplementally, or on any exhibits added in pre-effective amendments.

9.                                    If you intend to omit certain information from the form of prospectus 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 information to us, preferably before filing the final pre-effective amendment.

The Fund intends to omit information with respect to the following items from the form of prospectus included with the Registration Statement that is declared effective in reliance on Rule 430A under the Securities Act: public offering price, underwriting syndicate (including any material relationships between the registrant and underwriters not named therein), underwriting discounts or commissions, discounts or commissions to dealers, amount of proceeds, conversion rates, call prices and other items dependent upon the offering price, delivery dates and terms of securities dependent upon the offering date.  The Fund has furnished the undertaking required by Item 34.4 of Form N-2 and will file the form of prospectus with the SEC pursuant to Rule 497 of the Securities Act.

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

The Fund has not submitted, and does not expect to submit, an exemptive application or no-action request in connection with the Registration Statement.

United States Securities and Exchange Commission

June 11, 2013

Page 4

11.                            Responses to this letter should be in the form 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.

The Fund notes that Amendment No. 1 and this letter dated June 11, 2013 set forth the Fund’s responses to the Staff’s comments.

12.                            We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filing reviewed by the staff to be certain that they have provided all information 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.

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 SEC 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 SEC 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 Registration Statement.  Please do not hesitate to call me at (310) 284-4544.

Very truly yours,

/s/ Monica J. Shilling

Monica J. Shilling

Enclosures

cc:                              Michael J. Arougheti, Ares Capital Corporation
 Joshua M. Bloomstein, Ares Capital Corporation

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

CORRESP
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From:

 Shilling, Monica J. [mailto:MShilling@proskauer.com]

Sent:

 Monday, April 29, 2013 7:49 AM

To:

 milleram@sec.gov

Subject:

 ARCC—Shelf Registration Statement

 Hi
Amy,

As
you probably saw, Ares Capital Corporation (ARCC) filed a new shelf registration statement on form N-2 last Friday, April 26, 2013. As I mentioned when we first spoke,
prior reviewers have found it helpful to receive pdf redlines to show the additions and the deletions from the last shelf (or previous filing, as applicable) in a form that is sometimes easier than
the EDGAR format. In connection therewith, attached to this email is a copy of the filed registration statement marked to show changes from the previous shelf registration statement. As we have done
before, for ease of review we deleted the F pages with the financials prior to running the redline so those pages are missing from this document.

Please
let me know if you would prefer to receive hard copies of anything.

Thanks!

PS—We
will file this email and the redline as a correspondence filing as well.

«Redline—ARCC
2013 N-2 (filed 4-26-13) vs 2012 N-2A (filed 8-16-12).pdf»

Monica J. Shilling

Partner—Co-Head—Private Equity Group

Proskauer

2049 Century Park East, Suite 3200

Los Angeles, CA 90067

d 310.284.4544

f 310.557.2193

mshilling@proskauer.com

Assistant: Lexi Eaton

d 310.284.5692; f 310.557.2193

aeaton@proskauer.com

CORRESP
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April 10, 2013

Monica J. Shilling

Member of the Firm

d 310.284.4544

f 310.557.2193

mshilling@proskauer.com

www.proskauer.com

 United
States Securities and Exchange Commission

Division of Investment Management

100 F Street, N.E.

Washington, D.C. 20549

Attention: Amy Miller

Re:Ares
Capital Corporation Preliminary Proxy Statement Filed March 19, 2013

(File No. 814-00663)

Dear
Ms. Miller:

        In
a telephone conversation on March 28, 2013, you provided us with verbal comments on the preliminary proxy statement (the "preliminary proxy") filed by Ares Capital Corporation
(the "Fund") on March 19, 2013. We are concurrently filing this letter via EDGAR as a correspondence filing.

        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. To aid your review, we have attached to this letter changed pages reflecting the proposed changes to the preliminary proxy.
Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to them in the preliminary proxy.

Information about the Director Nominees, the Directors and the Executive Officers and Certain Other Officers, page 4

1.You asked the Fund to revise the fifth column of the table on page 4 of the
preliminary proxy to include the Fund as one of the portfolios in the fund complex that are overseen by the director or nominee for director.

The
Fund has revised the fifth column of the table on page 4 of the proxy statement by changing "None" to "One" and updated the corresponding footnote to clarify that "One" represents the Fund.

Trading History, page 32

2.You asked the Fund to revise the fourth and fifth columns in the table on
p. 32 of the preliminary proxy to disclose the premium/discount (expressed as a percentage) of the high and low closing sales prices to the net asset value of the Fund's common stock, rather
than providing the high and low sales prices as a percentage of the net asset value of the Fund's common stock.

The
Fund has revised the above referenced table in the proxy statement in response to the Staff's comment.

Additional Changes

        In
addition, the Fund will make certain non-substantive changes such as filling in blanks, updating information and making stylistic changes to the preliminary proxy prior to
filing the definitive proxy statement.

        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 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. The Fund would like to finalize and file its definitive proxy statement no later than Tuesday, April 22, 2013;
please let us know if you see any issues with this timing.

Very truly yours,

/s/ Monica J. Shilling

Monica J. Shilling

 Enclosures

cc:Joshua
M. Bloomstein, General Counsel of Ares Capital Corporation.
2

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filename1.htm

From:

 Wu, Christopher J. [cwu@proskauer.com]

Sent:

 Thursday, August 16, 2012 3:21 AM

To:

 Bartz, Edward P.

Cc:

 Shilling, Monica J.

Subject:

 ARCC—Amendment No. 2 to N-2

Attachments:

 Redline—ARCC N-2.pdf

 Hi
Ed,

Ares
Capital Corporation (ARCC) filed Amendment No. 2 to its shelf registration statement on Form N-2 this morning, August 16, 2012. As we've done in the past, attached to this email is
a copy of Amendment No. 2 marked to show changes from ARCC's previous filing of Amendment No. 1 to the registration statement filed on July 19, 2012. As we have done before, for
ease of review we deleted the F pages with the financials prior to running the redline so those pages are missing from this document. Please let us know if you have any questions. Thanks!

«Redline—ARCC
N-2.pdf»

Christopher J. Wu

Associate

Proskauer

2049 Century Park East, Suite 3200

Los Angeles, CA 90067-3206

d 310.284.4558

f 310.557.2193

cwu@proskauer.com

June 22, 2012          Monica J. Shilling, Esq. Proskauer Rose LLP 2049 Century Park East, 32
nd Floor
Los Angeles, CA 90067   Re: Ares Capital Corporation  File Nos. 333-181563 and 814-00663  Dear Ms. Shilling,
 On May 21, 2012, you filed a registration statement on Form N-2 for Ares Capital
Corporation (the”Fund”) in connec tion with the shelf registration of its common stock, preferred
stock, debt securities, su bscription rights, warrants, and units.  We have reviewed the registration
statement, and have provided our comments belo w.  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 loca tion, it is applicable to all similar disclosure
appearing elsewhere in the registration statement.
Cover Page

1. The fifth paragraph of the cover page states that the securities may be offered at prices
and on terms to be described in one or more suppl ements to the prospectus .  Please include in the
registration statement a form of prospectus supp lement for each type of security registered.

Prospectus Summary — The Co mpany — Overview (Page 2)

2. The third paragraph on this page states that  the instruments in wh ich the Fund invests are
typically not rated by a rating agen cy, but would likely be rated be low investment grade.  Please
include the term “junk bonds” in th e description of these investme nts, and briefly describe the
speculative nature of these types of issues.

Monica J. Shilling, Esq.
June 22, 2012 Page 2
Prospectus Summary — Offerings (Page 13)

3. The second paragraph of this  section indicates that it wa s expected that the 2012 annual
stockholders meeting would take place on June 6, 2012.  Please update the registration statement
to reflect the results of that meeting.
Fees and Expenses (Page 16)

4. In the third sentence of the first paragraph of this secti on, stockholders are advised that,
depending on context, “you,” “us,” “we,” “Ares Ca pital,” and “the Compa ny” all refer to the
stockholder.  Since this is very confusing, and po tentially misleading, please  delete this sentence.
 5. The second line item in the table of Stockhol der transaction expenses  states “Sales load
paid by us.”  Since all stockholder transaction expenses are paid ei ther directly or indirectly by
stockholders, please delete the words “paid by us” fr om this line item.  See Item 3 of Form N-2.

6. The heading of the table of annual expenses  uses the caption “Estimated annual expenses
(as a percentage of consolidated net assets attributable to common stock).”  Also, the line item
for the Fund’s total annual expenses uses the caption “Total annual expenses (estimated).”
Please delete the word “estimated” from both of  these captions.  See Item 3 of Form N-2.
Additionally, the term “consolidated” is used in th e heading of this table. Please explain to us
what is being consolidated.

7. The table of annual expenses shows Acquire d Fund Fees and Expenses of 0%.  Since
footnote (10) to the fee table in dicates that the Fund invests in holdings that would normally be
expected to result in Acquired Fund Fees and Expenses, please confirm to us that the amount
reflected in the table is correct.  8. The last paragraph of footnot e (7) states that the line item “Incentive fees payable under
investment advisory and management agreement”  does not include the ac crual for a capital gains
incentive fee of $5.7 million for the three months  ended March 31, 2012.  Since the fee table is
required to be based on the Fund’s financial st atements, please include the $5.7 million capital
gains incentive fee in the “Incentive fees paya ble under investment advisory and management
agreement” line item.
Business — General (Page 92)

9. The second to the last paragraph on page 93 of  this section states that the Fund and GE
co-invest though an unconsolidated vehicle, the SSL P.  This section further states, on page 94,
that the SSLP relies on the exception from the de finition of “investment company” set forth in
Rule 3a-7 under the Investment Company Act.  Ru le 3a-7 is an exception from the definition of
“investment company” for issuers of asset-backed securities.  Please provide us with an analysis
explaining why the SSLP may rely on Rule 3a-7.  In addition, please inform us (i) whether the
SSLP has a line of credit or other arrangement s to borrow from banks or other financial
institutions; (ii)  whether the Fund may be liab le for any obligations of the SSLP;  and (iii)

Monica J. Shilling, Esq.
June 22, 2012 Page 3  whether the Fund has sold or othe rwise transferred any of  its assets to the SSLP.  We may have
additional comments after reviewing your response.
Management — Biographical Informatio n and Discussion of Experience and
Qualifications, etc. (Page 123)
10. Please clarify the disclosure in this sec tion to provide any directorships held by each
director during the past five year s.  See Item 18.6(b) of Form N-2.

Investment Advisory and Management Agreement  — Administration Agreement
(Page 147)
11. The first paragraph of this section descri bes an administration agreement with Ares
Operations which was extended until June 1, 2012.  Please update this disclo sure to describe the
Fund’s current administration agreement.
Description of Our Subscription Rights — General (Page 175)

12. Please disclose in this section that the F und will not offer any subscription rights under
this prospectus or an accompanying prospect us supplement without first filing a new post-
effective amendment to the registration statement.  Please also provide similar disclosure in the
section entitled “Description of Our Units” (pag e 190) with regard to any offering of units.
Additionally, please include in Part  C of the registration statement an undertaking to file a post-
effective amendment to the registration statement on Form N-2 with respect to any offerings of
subscription rights or units.
Legal Matters (Page 207)

13. This section states that the legality of  the securities offered will be passed upon by
Proskauer Rose LLP, Los Angeles, California, and Venable LLP, Baltimore, Maryland.  Please include in Part C of the registration statement an  undertaking that the Fund  will file, at the time
of each offering of securities, appropriate legality opinions by post-effective amendment to the
registration statement.
December 31, 2011 Consolidated Schedule of Investments (Page F-10)

14. The Senior Secured Loans for the entity “R3 Education, Inc. and EIC Acquisitions Corp.”
will mature in April 2013, and were valued at 186% of par value on December 31, 2011, and 240% of par value on March 31, 2012.  Please expl ain to us the valuation method used to
determine the fair values of these holdings on December 31, 2011 and March 31, 2012.

Monica J. Shilling, Esq.
June 22, 2012 Page 4
Notes to Consolidated Financial Statements  As of December 31, 2011 — 4. Investments —
SSLP (Page F-62)

15. Please provide us with a detailed accoun ting analysis, with specific references to
Generally Accepted Accounting Principles, suppor ting the Fund’s position of not consolidating
the Senior Secured Loan Fund LLC (the “SSLP”) into the Fund’s financial statements.  In your
analysis, please include a discus sion of the classification of th e SSLP (e.g., investment company,
asset-backed financing entity, etc.).
  Additionally, the Fund’s investment in the SSLP represented a signi ficant portion of the
Fund’s total assets and net assets at bo th December 31, 2011, and March 31, 2012.  Please
provide us with an analysis of the Fund’s positi on of not including the financial statements of the
SSLP with the registration statement.  See Re gulation S-X 3-09 (including the three tests
described in Regulation S- X 1-02(w)).  Also, please  provide us with a de tailed analysis showing
the Fund’s compliance with the lim itations on investing in non-qua lifying assets under Section
55(a) of the Investment Comp any Act of 1940 (the”1940 Act”).
 16. The last sentence of this section states that  the Company is entitl ed to certain sourcing
and management fees in connection with the SSLP.  Please explain to us the details of these fee
arrangements.  Please also explain to us any f ees paid by the Fund regarding the management of
the SSLP, and whether those fees ar e reflected in the fee table.

Notes to Consolidated Financial Statemen ts as of March 31, 2012 — 4. Investments —
SSLP (Page F-145)

17.       The last paragraph of this section states that, effective Ma rch 30, 2012, Ares Capital
Management, the Fund’s investment  adviser, assumed from the F und the role of co-manager of
the SSLP.  Inasmuch as both the Fund and SSL P are advised by Ares Capital Management, the
Fund and SSLP appear to be under common control.  Please explain to us (i) why investments by
the Fund in SSLP after March 30, 2012 will not viol ate Section 57(a)(1) of the 1940 Act, and (2)
why this arrangement is not a joint transaction pr ohibited by Section 57(a)(4) of the 1940 Act.  In
addition, Section 57(k)(1) of the 1940 Act provides that it shall be unlawful for any affiliated
person of a business development company to accep t compensation (other than a regular salary
or wages from the business development company) fo r the purchase or sale of any property to or
for such business development company or any controlled company thereof, except as an
underwriter or broker.   Please ex plain to us whether the Fund’s investment adviser receives any
compensation related to its role of co-manager  of the SSLP and, if so, why this compensation
arrangement should not be deemed a violation of Section 57(k)(1).

GENERAL COMMENTS

18. We note that portions of the filing are 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 you supply to us, or on exhi bits added in any pre-effective
amendments.

Monica J. Shilling, Esq.
June 22, 2012 Page 5  19. If you intend to omit certain information from  the form of prospectus included with the
registration statement that is d eclared effective, in reliance on Rule 430A under the Securities
Act of 1933 (the “Securities Act”), please iden tify the omitted information to us, preferably
before filing the final pre-effective amendment.  20. Please advise us if you have submitted or expect to submit an exemptive application or no-action request in connection with  your registration statement.
  21. Responses to this letter should be in the fo rm 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 f act in a letter to us and briefl y state the basis for your position.
 22. We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing reviewed by the staff to be certain that they have provided all information 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 respons ible for the accuracy and adequacy of
the disclosures they have made.     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, ac ting pursuant to delegated authority, declare the
filing effective, it does not foreclose the Commis sion from taking any action with respect to the
filing;       • the action of the Commission or the st aff, acting pursuant to delegated authority, in
declaring the filing effective, does not relieve the F und 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 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 w ill act on the request and, pursuant to delegated authority, grant
acceleration of the effective date.                   * * * * * * *

Monica J. Shilling, Esq.
June 22, 2012 Page 6      Should you have any questions prior to fili ng a pre-effective amendment, please feel free
to contact me at 202-551-6959.            S i n c e r e l y ,                         E d w a r d  P .  B a r t z            S t a f f  A t t o r n e y

CORRESP
1
filename1.htm

    Proskauer Rose LLP   2049 Century Park East, 32nd Floor   Los Angeles, CA 90067-3206

Monica J. Shilling
   Member of the Firm

d 310.284.4544

f 310.557.2193

mshilling@proskauer.com

www.proskauer.com

August 16, 2012

VIA EDGAR

United States Securities and Exchange Commission
 Division of Investment Management
 100 F Street, N.W.
 Washington, D.C. 20549
 Attention:  Edward P. Bartz, Staff Attorney

Re:                       Ares Capital Corporation (File Nos. 333-181563 and 814-00663)

Dear Mr. Bartz:

Ares Capital Corporation (the “Fund”) has today filed Amendment No. 2 (“Amendment No. 2”) to its registration statement initially filed on Form N-2 on May 21, 2012 (the “Registration Statement”).

As discussed in telephone conversations with the Staff of the Securities and Exchange Commission on August 15 and 16, 2012, the Fund hereby confirms that for so long as its investment in the Senior Secured Loan Fund LLC d/b/a the “Senior Secured Loan Program” (the “SSLP”) meets any of the conditions set forth in 17 CFR Section 210.1-02(w), substituting 20% for 10% (measured for the most recently completed fiscal year of the SSLP), the Fund will:

(A)       include information similar to that disclosed under “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Senior Secured Loan Program” in its subsequent filings that include MD&A disclosure; and

(B)       use commercially reasonable efforts to (i) provide disclosure in its subsequent 10-Q and 10-K filings and future registration statements with respect to (A) the fair value of the loans in the SSLP’s portfolio (individually and in the aggregate) as of the then most recent prior year end and (B) certain of the SSLP’s annual summary balance sheet and statement of operations information as discussed with the Staff of the Division of Investment Management (the “Staff”); and (ii) obtain the consent of borrowers who receive loans from the

United States Securities and Exchange Commission

August 16, 2012

Page 2

SSLP to permit the Fund to disclose such borrower’s name, industry and the material terms of such loans (consistent with current disclosure in respect of SSLP loans in the Fund’s management’s discussion and analysis) in the Fund’s public filings.  To the extent annual information with respect to the SSLP or the fair value of the loans in the SSLP’s portfolio is not available to be included for the same year reported in a Form 10-K filed by the Fund, the Fund will include such information in a supplemental filing (including by way of a Registration Statement, Form 8-K, Form 10-Q or amendment to the Form 10-K); and (C) disclose defaults of an SSLP loan by an individual SSLP portfolio company if material to that investment.

For the avoidance of doubt, the Fund will use commercially reasonable efforts to include in its Form 10-Q for the quarter ended September 30, 2012 disclosure with respect to (A) the fair value of the loans in the SSLP’s portfolio (individually and in the aggregate) as of December 31, 2011 and (B) certain of the SSLP’s summary balance sheet and statement of operations information as of December 31, 2011.

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 SEC from taking any action with respect to the filings;

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

(d)        nothing in this letter changes the Fund’s obligations under Regulation S-X, including Rule 3-09, as it may be amended or interpreted in the future.

We look forward to discussing with you any additional questions you may have regarding the Registration Statement.  Please do not hesitate to call me at (310) 284-4544.

Very truly yours,

/s/ Monica J. Shilling

Monica J. Shilling

Enclosures

cc:                               Michael J. Arougheti, Ares Capital Corporation
 Penni F. Roll, Ares Capital Corporation

CORRESP
1
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Ares Capital Corporation
 245 Park Avenue, 44th Floor
 New York, NY 10167

August 16, 2012

VIA EDGAR AND FACSIMILE

United States Securities and Exchange Commission
 Division of Investment Management
 100 F Street, N.E.
 Washington, DC 20549

Re:          Registration Statement No. 333-181563

Ladies and Gentlemen:

Pursuant to Rule 461(a) promulgated under the Securities Act of 1933, as amended, the undersigned registrant (the “Fund”) hereby requests that the effective date of the above-referenced Registration Statement be accelerated so that the same may become effective at 3:00 p.m. (Washington D.C. time) on August 16, 2012 or as soon as practicable thereafter.

The Fund understands that:

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

(b)           comments of the Staff of the Division of Investment Management (the “Staff”) 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.

Sincerely,

ARES   CAPITAL CORPORATION

/s/   Penni F. Roll

Penni   F. Roll

Chief   Financial Officer

CORRESP
1
filename1.htm

From:

 Shilling, Monica J. [MShilling@proskauer.com]

Sent:

 Thursday, July 19, 2012 11:34 PM

To:

 bartze@sec.gov

Subject:

 Ares Capital Corporation—Registration Statement on Form N-2

Attachments:

 Redline—ARCC N-2A.pdf

 Hi
Ed,

As
you probably saw, Ares Capital Corporation (ARCC) filed an amendment to its shelf registration statement on form N-2 on July 19, 2012. As I mentioned when we first spoke,
prior reviewers have found it helpful to receive pdf redlines to show the additions and the deletions from the last filing in a form that is sometimes easier than the EDGAR format. In connection
therewith, attached to this email is a copy of the filed amendment marked to show changes from the immediately previously filed N-2. As we have done before, for ease of review we deleted
the F pages with the financials prior to running the redline so those pages are missing from this document.

Please
let me know if you would prefer to receive hard copies of anything.

Thanks!

PS—We
will file this email and the redline as a correspondence filing as well.

Monica J. Shilling

Partner

[PDF
ICON]

Proskauer

2049 Century Park East

Suite 3200

Los Angeles, CA 90067-3206

d 310.284.4544

f 310.557.2193

mshilling@proskauer.com

greenspaces

Please consider the environment before printing this email.

CORRESP
1
filename1.htm

Proskauer Rose LLP   2049 Century Park East, 32nd Floor   Los Angeles, CA 90067-3206

Monica J. Shilling

Member of the Firm

d 310.284.4544

f 310.557.2193

mshilling@proskauer.com

www.proskauer.com

July 19, 2012

VIA EDGAR

United States Securities and Exchange Commission
 Division of Investment Management
 100 F Street, N.W.
 Washington, D.C. 20549
 Attention:  Edward P. Bartz, Staff Attorney

Re:      Ares Capital Corporation (File Nos. 333-181563 and 814-00663)

Dear Mr. Bartz:

Ares Capital Corporation (the “Fund”) has today filed Amendment No. 1 (“Amendment No. 1”) to its registration statement filed on Form N-2 on May 21, 2012 (the “Registration Statement”).  The amendment sets forth the responses to the comments of the Staff of the Division of Investment Management (the “Staff”) contained in your letter dated June 22, 2012 relating to the above-referenced filing.

Set forth below are the comments of the Staff contained in the Staff’s letter and immediately below each comment is the response with respect thereto and, where applicable, the location in the relevant filing of the requested disclosure.  Responses to comments given in one section are applicable to other sections of the Registration Statement that contain similar disclosure. Capitalized terms used but not defined herein shall have the meanings set forth in the Registration Statement.

Cover Page

1.         The fifth paragraph of the cover page states that the securities may be offered at prices and on terms to be described in one or more supplements to the prospectus.  Please include in the registration statement a form of prospectus supplement for each type of security registered.

The Fund has included in the Registration Statement a form of prospectus supplement for each type of security registered, which have been filed as Exhibits 99.2 to 99.7 to the Registration Statement.

Prospectus Summary – The Company – Overview (Page 2)

2.         The third paragraph on this page states that the instruments in which the Fund invests are typically not rated by a rating agency, but would likely be rated below investment grade.

Boca Raton | Boston | Chicago | Hong Kong | London | Los Angeles | New Orleans | New York | Newark | Paris | São Paulo | Washington, D.C.

United States Securities and Exchange Commission

July 19, 2012

Page 2

Please include the term “junk bonds” in the description of these investments, and briefly describe the speculative nature of these types of issues.

The Fund has revised the third paragraph on page 2 of Amendment No. 1 to describe the speculative nature of below investment grade instruments.  However, because the Fund invests primarily in self-originated first and second lien senior loans and mezzanine debt issued by private companies in privately-negotiated transactions (and not high yield bonds issued in primary offerings or in the secondary market), the Fund does not believe it would be accurate to describe its investments as “junk bonds.”  Accordingly, the Fund does not believe that such term should be included in this disclosure.

Prospectus Summary - Offerings (Page 13)

3.         The second paragraph of this section indicated that it was expected that the 2012 annual stockholders meeting would take place on June 6, 2012.  Please update the registration statement to reflect the results of that meeting.

The Fund has updated the Registration Statement to reflect the results of the 2012 annual stockholders meeting.

Fees and Expenses (Page 16)

4.         In the third sentence of the first paragraph of this section, stockholders are advised that, depending on context, “you”, “us”, “we”, “Ares Capital”, and “the Company” all refer to the stockholder.  Since this is very confusing, and potentially misleading, please delete this sentence.

The Fund notes that, pursuant to Item 3.1 of Form N-2, the fee table is intended to provide “information about the costs and expenses that the investor will bear directly or indirectly.”  As a result, the Fund has revised the third sentence of the first paragraph of this section on page 16 of Amendment No. 1 to clarify the disclosure instead of deleting the sentence.

5.         The second line item in the table of Stockholder transaction expenses states “Sales load paid by us.”  Since all stockholder transaction expenses are paid either directly or indirectly by stockholders, please delete the words “paid by us” from this line item. See Item 3 of Form N-2.

The Fund has revised the disclosure as requested on page 16 of Amendment No. 1.

6.         The heading of the table of annual expenses uses the caption “Estimated annual expenses (as a percentage of consolidated net assets attributable to common stock).”  Also, the line item for the Fund’s total annual expenses uses the caption “Total annual expenses (estimated).”  Please delete the word “estimated” from both of these captions.  See Item 3 of Form N-2.  Additionally, the term “consolidated” is used in the heading of this table.  Please explain to us what is being consolidated.

United States Securities and Exchange Commission

July 19, 2012

Page 3

The Fund has deleted the word “estimated” as requested on page 16 of Amendment No. 1.

With respect to the term “consolidated” used in the heading of the table, the Fund consolidates certain controlled subsidiaries that have been established solely to hold certain portfolio investments for one of the following purposes: (i) certain consolidated subsidiaries have been formed to serve as special purpose vehicles in connection with the establishment of secured credit facilities, (ii) certain consolidated subsidiaries hold portfolio investments that have pass through tax characteristics (“blocker corporations”) or (iii) certain consolidated subsidiaries hold the Fund’s investments in portfolio companies in accordance with the terms of the Fund’s investment in such portfolio companies.  In addition, the Fund has one consolidated wholly owned operating subsidiary that exists for the purpose of providing services solely to the Fund.1

See Item 28 in the Fund’s Registration Statement for a list of each of the Fund’s direct and indirect subsidiaries that is consolidated for financial reporting purposes.

7.         The table of annual expenses shows Acquired Fund Fees and Expenses of 0%.  Since footnote (10) to the fee table indicates that the Fund invests in holdings that would normally be expected to result in Acquired Fund Fees and Expenses, please confirm to us that the amount reflected in the table is correct.

The Fund confirms that the Acquired Fund Fees and Expenses amount reflected in the table of annual expenses is correct.  Specifically, such amount is 0.004%.  Pursuant to Instruction 3 to Item 3.1 of Form N-2, the Fund has rounded all percentages to the nearest hundredth of one percent in the fee table on page 16 of Amendment No. 1.

8.         The last paragraph of footnote (7) states that the line item “Incentive fees payable under investment advisory and management agreement” does not include the accrual for a capital gains incentive fee of $5.7 million for the three months ended March 31, 2012.  Since the fee table is required to be based on the Fund’s financial statements, please include the $5.7 million capital gains incentive fee in the “Incentive fees payable under investment advisory and management agreement” line item.

The Fund has revised the fee table on page 16 of Amendment No. 1 to include the $5.7 million capital gains incentive fee GAAP accrual in the “Incentive fees” line item and made corresponding clarifying changes in the footnotes.

Business – General (Page 92)

9.         The second to the last paragraph on page 93 of this section states that the Fund and GE co-invest through an unconsolidated vehicle, the SSLP.  This section further states, on page 94,

1 This wholly owned subsidiary was created by Allied (as defined below) (an internally managed BDC (as defined below) acquired by the Fund in 2010) for the purpose of providing services to Allied. While this consolidated subsidiary no longer has any employees, it continues to hold certain non-investment assets.

United States Securities and Exchange Commission

July 19, 2012

Page 4

that the SSLP relies on the exception from the definition of “investment company” set forth in Rule 3a-7 under the Investment Company Act.  Rule 3a-7 is an exception from the definition of “investment company” for issuers of asset-backed securities. Please provide us with an analysis explaining why the SSLP may rely on Rule 3a-7.  In addition, please inform us (i) whether the SSLP has a line of credit or other arrangements to borrow from banks or other financial institutions; (ii) whether the Fund may be liable for any obligations of the SSLP; and (iii) whether the Fund has sold or otherwise transferred any of its assets to the SSLP.  We may have additional comments after reviewing your response.

By way of background, the SSLP was formed by Allied Capital Corporation (“Allied”)2 and General Electric Capital Corporation and GE Global Sponsor Finance LLC (collectively, “GE”) in December 2007 to extend “stretch senior” and “unitranche” loans (loans that combine both senior and subordinated debt, generally in a first lien position) to middle-market companies.  In connection therewith, the SSLP has issued, in each case pursuant to an indenture (the “Indenture”), senior notes and subordinated certificates to the Fund and GE as well as certain limited liability company interests pursuant to the SSLP limited liability company agreement (the “LLCA”).  The Fund owns 87.5% of the limited liability company interests of the SSLP, which are “stapled” to its 87.5% of the subordinated certificates in the SSLP, and GE owns the remaining amounts of “stapled” subordinated certificates and limited liability company interests.3  In addition, GE owns all of the SSLP’s senior notes.

Rule 3a-7 (“Rule 3a-7”) under the 1940 Act provides an exception from the 1940 Act definition of investment company for “any issuer who is engaged in the business of purchasing, or otherwise acquiring, and holding eligible assets (and in activities related or incidental thereto) and who does not issue redeemable securities.”  The issuer must issue “fixed-income securities or other securities which entitle their holders to receive payments that depend primarily on the cash flow from eligible assets.”  Rule 3a-7 further specifies eligible purchasers for different classes of the issuer’s securities and when and how the issuer may acquire and dispose of eligible assets.  In addition, unless the issuer issues only certain short-term commercial paper securities, Rule 3a-7 generally requires an issuer to appoint an independent trustee who has certain rights with respect to the eligible assets and obligations to the holders of the fixed income securities of the issuer.  The SSLP’s ability to rely on Rule 3a-7 is discussed below.

In addition, the Fund notes that: (i) the SSLP has no line of credit or other arrangements to borrow from banks or other financial institutions; (ii) the Fund is not liable for any obligations of the SSLP; and (iii) the Fund has not sold or otherwise transferred any of its assets to the SSLP.

2 The Fund acquired Allied’s interests in the SSLP on October 30, 2009.

3 These limited liability company interests have extremely limited economic rights (i.e., they are entitled to distributions thereon only following the liquidation or termination of the SSLP and then only to the extent of the nominal capital contributions made with respect thereto), including not being “subject to the operation of a retirement or sinking fund to be applied to the purchase or redemption thereof for retirement.”

United States Securities and Exchange Commission

July 19, 2012

Page 5

The following is a description of how the SSLP meets each of Rule 3a-7’s requirements (as described in more detail below) as well as the provisions of the Indenture, which restrict the SSLP from taking actions that would cause it not to comply with Rule 3a-7.

Rule 3a-7(a)(1) and Rule 3a-7(b) – The SSLP invests only in eligible assets, the cash flow of which funds payments in respect of fixed income and other securities of the SSLP.

Under subsection (a)(1) of Rule 3a-7, an issuer must issue non-redeemable fixed income securities or other securities that entitle their holders to receive payments that depend primarily on the cash flow from eligible assets.

Fixed-Income and Other Securities

The term “fixed-income securities” is defined in subsection (b)(2) of Rule 3a-7 to mean any securities that entitle the holder to receive: (i) a stated principal amount; (ii) interest on a principal amount calculated by reference to a fixed rate or to a standard or formula that does not reference any change in the market value or fair value of eligible assets; (iii) interest on a principal amount calculated by reference to auctions among holders and prospective holders or through remarketing of the security; (iv) an amount equal to specified fixed or variable portions of the interest received on the assets held by the issuer; or (v) any combination of these foregoing amounts.  Substantially all of the payments to which the holders of fixed-income securities are entitled must consist of these foregoing amounts.

The SSLP has two primary classes of outstanding fixed income securities, the senior notes and subordinated certificates.  Both the SSLP’s senior notes and subordinated certificates are fixed-income securities within the meaning of Rule 3a-7 because they entitle the holders to receive interest on a principal amount calculated by reference to a standard or formula that does not reference any change in the market value or fair value of eligible assets.  Under the Indenture, the senior notes and subordinated certificates have stated principal amounts, which the holders are entitled to receive.  Additional amounts calculated in reference to LIBOR (and, in the case of the subordinated certificates, excess cash flow from interest on the SSLP’s eligible assets) are also distributed in respect of the SSLP’s securities.  As a result, the senior notes fall within clauses (i) and (ii) and the subordinated certificates fall within clauses (i), (ii) and (iv) of the definition of “fixed-income securities” set forth above.  Importantly, substantially all of the payments to which the holders of senior notes and subordinated certificates are entitled under the Indenture consist of these foregoing amounts.

In this regard, the Indenture provides for the payment of the stated principal amount of the senior notes at their stated maturity and the payment of all remaining amounts to the subordinated certificates in accordance with the terms of the Indenture as a return of capital thereof or a distribution (once no outstanding capital remains).  In addition, “Senior Note Interest Rate,” which relates to the interest rate payable on the senior notes, is defined in the Indenture by reference to the weighted average LIBOR in effect for the applicable interest period plus the “Base Senior Note Interest Rate Margin,” which in turn is defined by reference to: (i) the average outstanding principal amounts of all senior secured term loans made by the SSLP (the “Senior Loans”); and (ii) for each

United States Securities and Exchange Commission

July 19, 2012

Page 6

Senior Loan, a margin that is designated with reference to LIBOR.  Furthermore, the holders of the subordinated certificates are entitled to receive (i) interest thereon based on the sum of LIBOR plus a base rate margin (i.e., the “Subordinated Certificate Margin” as defined in the Indenture, which in turn is defined by reference to the average outstanding principal amounts of all Senior Loans) and (ii) excess cash flow on interest proceeds on the eligible assets held by the SSLP.  As a result, the senior notes and subord

CORRESP
1
filename1.htm

From:

Shilling, Monica J. [MShilling@proskauer.com]

Sent:

Tuesday, May 22, 2012 10:10 AM

To:

Ganley, John M.

Subject:

Ares Capital Corporation - Registration Statement on Form N-2

 Attachments:

Redline - 2012 ARCC N-2 (against Oct 26 2011 N-2A).pdf

 Hi
John,

As
you probably saw, Ares Capital Corporation (ARCC) filed a new shelf registration statement on form N-2 yesterday. As we've done in the past, attached to this email is a copy of
the shelf registration statement on Form N-2 yesterday, May 21, 2012, marked to show changes from ARCC's last effective shelf registration statement, the last amendment for
which was filed with the SEC on October 26, 2011. As we have done before, for ease of review we deleted the F pages with the financials prior to running the redline so those pages are missing
from this document. Thanks!

‹‹Redline
- 2012 ARCC N-2 (against Oct 26 2011 N-2A).pdf››

Monica J. Shilling

Partner

Proskauer
<http://www.proskauer.com>

2049 Century Park East

Suite 3200

Los Angeles, CA 90067-3206

d 310.284.4544

f 310.557.2193

mshilling@proskauer.com

greenspaces

Please consider the environment before printing this email.

1

CORRESP
1
filename1.htm

     Proskauer Rose LLP   2049 Century Park East, 32nd Floor   Los Angeles, CA 90067-3206

October 28,   2011

United States Securities and Exchange Commission

Monica J. Shilling
   Member of the Firm

d 310.284.4544

f 310.557.2193

mshilling@proskauer.com

www.proskauer.com

Division of Investment Management

100 F Street, N.W.

Washington, D.C. 20549

Attention:  John M. Ganley, Senior Counsel

Re:

Ares Capital   Corporation (File Nos. 333-174716 & 814-663)

Dear Mr. Ganley:

Pursuant to our telephone conversation today, Ares Capital Corporation (the “Fund”) confirms to the Staff of the Division of Investment Management (the “Staff”) that it will:

(i)            file a post-effective amendment to its registration statement filed on Form N-2 on June 3, 2011 (as thereafter amended, the “Registration Statement”) prior to undertaking any units offering thereunder;

(ii)           add the following disclosure at the end of the “Description of Our Subscription Rights - General” section on page 180 of any prospectus under the Registration Statement filed pursuant to Rule 497: “We will not offer any subscription rights under this prospectus or an accompanying prospectus supplement without first filing a new post-effective amendment to the registration statement.”; and

(iii)          add the following disclosure at the end of the “Description of  Our Units” section on page 195 of any prospectus under the Registration Statement filed pursuant to Rule 497: “We will not offer any units under this prospectus or an accompanying prospectus supplement without first filing a new post-effective amendment to the registration statement.”

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 Registration Statement.  Please do not hesitate to call me at (310) 284-4544.

Very truly yours,

/s/ Monica J. Shilling

Monica J. Shilling

Boca Raton | Boston | Chicago | Hong Kong | London | Los Angeles | New Orleans | New York | Newark | Paris | São Paulo | Washington, D.C.

United States Securities and Exchange Commission

October 28, 2011

Page 2

Enclosures

cc:

Michael J. Arougheti,   Ares Capital Corporation

Joshua M. Bloomstein,   Ares Capital Corporation

[SEC Letterhead]

July 1, 2011

Monica J. Shilling, Esq.
Proskauer Rose LLP 2049 Century Park East Suite 3200 Los Angeles, CA  90067-3206
Re: Ares Capital Corporation
File Nos. 333-174716 & 814-663
Dear Ms. Shilling:
We have reviewed the registration statemen t for Ares Capital Corporation (the “Fund”)
filed on Form N-2 on June 3, 2011, in connectio n the shelf registration of common stock,
preferred stock, debt securities, subscription rights, and warrants .  Based on our review of the
registration statement, we have the following comments.  The captions we use below correspond
to the captions the Fund uses in  its registration statement.

Cover Page

1. The fifth paragraph of the cover page indicate s that each of the five types of securities
registered may be sold separately or “as units  comprised of any combination” of the other
securities registered.  Please provide us with the following:

 An explanation as to why a unit should not be deemed a separate security;
 An example of a “unit” and how it would be offered and priced; and
 An explanation of how the Fund will ensure th at a unit is priced in a manner that would
not result in common shares sold below net asset value.  See Section 23(b) of the
Investment Company Act of 1940 (“ Investment Company Act”).

2. The fifth paragraph also states  that the securities may be o ffered at prices and on terms to
be described in one or more supplements to th e prospectus.  Please incl ude in the registration
statement a form of prospectus supplement for each type of security re gistered.  In addition,
please include an undertaking to file a post-effective amendment to the registration statement
with respect to any rights offering.

Monica J. Shilling, Esq.
July 1, 2011
Page 2

Prospectus Summary — The Company — Overview (Page 1)

3. The first paragraph of this section identifies Ivy Hill Asset Management, L.P. as an adviser that is a wholly-owned portfolio comp any of the Fund.  Please explain to us how the
Fund’s ownership of Ivy Hill Asset Management, L.P.  is consistent with Section 12(d)(3), which
applies to business development companies throu gh Section 60 of the Investment Company Act.

Prospectus Summary — The Company — Recent Developments (Page 5)

4. The last paragraph of this section indi cates it was expected that the 2011 annual
stockholders meeting would take place on June 6, 2011.  Please update the registration statement
to reflect the results of that meeting.

Fee and Expenses (Page 16)

5. In the table of Stockholder transaction expe nses, the second caption in the table states
“Offering expenses borne by us (as a percentage of offeri ng price).”  As all offering expenses are
paid either directly or indirectly by shareholders , please delete the words “borne by us” from this
caption.  Similarly, please delete “by us” from th e fourth caption of th e table concerning total
stockholder transaction expenses.  6. Please confirm that the income tax expenses of the Fund have been included in the fee table.
Management — Biographical Information (Page 125)

7. Please ensure and clarify that the informa tion provided for the di rectors includes other
directorships held during the past 5 years .  See Items 18.1 and 18.6(b) of Form N-2.  The
biographical information for each director includ es a discussion of the director’s particular
experience, qualifications, attributes or skills that lead to the conclu sion that the individual
should serve as a director.  To enable investors to find this information more easily, please either
move this information to a separate secti on or provide an appropriate caption for such
information under each director’s biographical information.
Description of Our Capital Stock — Provision s of the Maryland General Corporation Law
and Our Charter and Bylaws — Control Share Acquisition  (Page 175)

8. The last paragraph of this section provid es that the Fund’s byl aws contain a provision
exempting from the Control Share Acquisition Ac t any and all acquisitions by any person of
shares of the Fund’s stock.  Please clarify that all shares of the Fund, including control shares,
will have voting rights.  This section also states that the bylaws would be amended to subject the
Fund to the Control Share Acquisiti on Act only if the board determin es it would be in the best
interest of the Fund based on the determinati on that being subject to the Control Share

Monica J. Shilling, Esq.
July 1, 2011
Page 3

Acquisition Act does not conflict with the Investme nt Company Act.  Pleas e disclose that the
Fund would consult with the staff of the Commi ssion prior to amending its bylaws to repeal the
exemption.
Legal Matters (Page 209)

9. This section states that the legality of  the securities offered will be passed upon by
Proskauer Rose, LLP, Los Angeles, California a nd Venable LLP, Baltimore.  Please include in
Part C to registration statement an undertaking that  the Fund will file, at th e time of each offering
of securities, appropriate lega lity opinions by post-effective amendment to the registration
statement.
GENERAL COMMENTS:

10. Where a comment is made in one location, it is applicable to a ll similar disclosure
appearing elsewhere in the registration statement.  11. We note that portions of the filing are inco mplete.  We may have additional comments on
such portions when you complete them in a pre- effective amendment, on disclosures made in
response to this letter, on info rmation supplied supplementally, or on exhibits added in any pre-
effective amendments.  12. If you intend to omit certain information from  the form of prospectus included with the
registration statement that is d eclared effective in reliance on Rule 430A under the Securities Act
of 1933, please identify the omitted information to us supplementally, preferably before filing
the final pre-effective amendment.  13. 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.
 14. 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.  15. 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.

Monica J. Shilling, Esq.
July 1, 2011
Page 4

 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 F und 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 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) 551-6945.
Sincerely,

  John M. Ganley
Senior Counsel

CORRESP
1
filename1.htm

From:

Shilling, Monica J. [MShilling@proskauer.com]

Sent:

Wednesday, October 26, 2011 5:59 AM

To:

ganleyj@sec.gov

Subject:

ARCC—A#4 to ARCC N-2

Attachments:

Redline—ARCC N-2 (Amendment No.4 v No.3).pdf; SEC Correspondence Letter 10-26-11.pdf

 Hi
John,

As
we have done in the past, attached to this email is a copy of Amendment # 4 to the shelf registration statement on Form N-2 filed by Ares Capital Corporation (ARCC) with the SEC
on October 26, 2011, marked to show changes from ARCC's previous filing of the A#3 to the registration statement filed on October 14, 2011. As in the past, for ease of review we deleted
the F pages with the financials prior to running the redline so those pages are missing from this document (though please note that there was an addition to the Subsequent Events footnote for the
6/30/2011 financial statements on pg F-160 of the N-2). In case it is helpful, we have also attached a copy of the letter filed as correspondence in connection therewith.
Thanks!

Monica J. Shilling

Partner

[PDF
ICON]

Proskauer

2049 Century Park East

Suite 3200

Los Angeles, CA 90067-3206

d 310.284.4544

f 310.557.2193

mshilling@proskauer.com

greenspaces

Please consider the environment before printing this email.

CORRESP
1
filename1.htm

Ares Capital Corporation
 245 Park Avenue, 44th Floor
 New York, NY 10167

October 26, 2011

VIA EDGAR AND FACSIMILE

United States Securities and Exchange Commission
 Division of Investment Management
 100 F Street, N.E.
 Washington, DC 20549

Re:                            Registration Statement No. 333-174716

Ladies and Gentlemen:

Pursuant to Rule 461(a) promulgated under the Securities Act of 1933, as amended, the undersigned registrant (the “Fund”) hereby requests that the effective date of the above-referenced Registration Statement be accelerated so that the same may become effective at 9:00 a.m. (Washington D.C. time) on October 28, 2011 or as soon as practicable thereafter.

The Fund understands that:

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

(b)                              comments of the Staff of the Division of Investment Management (the “Staff”) 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.

Sincerely,

ARES CAPITAL   CORPORATION

/s/ PENNI F. ROLL

Penni F. Roll

Chief Financial Officer

CORRESP
1
filename1.htm

Proskauer Rose LLP 2049 Century   Park East, 32nd Floor Los Angeles, CA 90067-3206

Monica J. Shilling
   Member of the Firm

d 310.284.4544

f 310.557.2193

mshilling@proskauer.com

www.proskauer.com

October 26,   2011

United States Securities and Exchange Commission

Division of Investment Management

100 F Street, N.W.

Washington, D.C. 20549

Attention: John M. Ganley, Senior Counsel

Re:      Ares Capital Corporation (File Nos. 333-174716 & 814-663)

Dear Mr. Ganley:

Ares Capital Corporation (the “Fund”) has today filed Amendment No. 4 (“Amendment No. 4”) to its registration statement first filed on Form N-2 on June 3, 2011 (as thereafter amended, the “Registration Statement”).  As we discussed yesterday, the Fund would like to go effective as soon as possible.

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 Registration Statement.  Please do not hesitate to call me at (310) 284-4544.

Very truly yours,

/s/ Monica J. Shilling

Monica J. Shilling

Boca Raton | Boston | Chicago | Hong Kong | London | Los Angeles | New Orleans | New York | Newark | Paris | São Paulo | Washington, D.C.

United States Securities and Exchange Commission

October 26, 2011

Page 2

Enclosures

cc:

Michael J. Arougheti,   Ares Capital Corporation

Joshua M. Bloomstein,   Ares Capital Corporation

CORRESP
1
filename1.htm

 Shilling, Monica J.

To:

ganleyj@sec.gov

Subject:

SEC correspondence letter 10-14-11.pdf; Redline - ARCC N-2 (Amendment No.3 v No.2).pdf

 Hi
John,

As
we have done in the past, attached to this email is a copy of Amendment #3 to the shelf registration statement on Form N-2 filed by Ares Capital Corporation (ARCC) with the SEC on
October 14, 2011, marked to show changes from ARCC's previous filing of the A#2 to the registration statement filed on September 9, 2011. As in the past, for ease of review we deleted
the F pages with the financials prior to running the redline so those pages are missing from this document (though please note that there was an addition to the Subsequent Events footnote for the
6/30/2011 financial statements on pg F-160 of the N-2). In case it is helpful, we have also attached a copy of the letter filed as correspondence in connection therewith. Thanks!

Monica J. Shilling

Partner

[PDF
ICON]

Proskauer

2049 Century Park East

Suite 3200

Los Angeles, CA 90067-3206

d 310.284.4544

f 310.557.2193

mshilling@proskauer.com

greenspaces

Please consider the environment before printing this email.

1

CORRESP
1
filename1.htm

October 14, 2011

 Monica J. Shilling

Member of the Firm

United States Securities and Exchange Commission

Division of Investment Management

100 F Street, N.W.

Washington, D.C. 20549

Attention: John M. Ganley, Senior Counsel

 d 310.284.4544

f 310.557.2193

mshilling@proskauer.com

www.proskauer.com

Re:Ares
Capital Corporation (File Nos. 333-174716 & 814-663)

Dear
Mr. Ganley:

Ares
Capital Corporation (the "Fund") has today filed Amendment No. 3 ("Amendment No. 3") to its registration statement first filed on Form N-2 on June 3, 2011
(as thereafter amended, the "Registration Statement"). The Fund would like to go effective as soon as possible once we have resolved the open issue we discussed by telephone on October 13,
2011. We look forward to your feedback.

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 Registration Statement. Please do not hesitate to call me at (310) 284-4544.

Very
truly yours,

/s/
Monica J. Shilling

Monica
J. Shilling

Enclosures

cc:Michael
J. Arougheti, Ares Capital Corporation

Joshua M. Bloomstein, Ares Capital Corporation

CORRESP
1
filename1.htm

 Shilling, Monica J.

To:

ganleyj@sec.gov

Subject:

Ares Capital Corporation - Amendment # 1 to Registration Statement on Form N-2

Attachments:

Redline - N-2A (9-9-11 vs 7-19-11).pdf; ARCC - Response letter to SEC Comments to Shelf N-2 (Sept 2011) - executed.PDF

 Hi
John,

As
we have done in the past, attached to this email is a copy of Amendment # 2 to the shelf registration statement on Form N-2 filed by Ares Capital Corporation (ARCC) with the SEC on September
9, 2011, marked to show changes from ARCC's previous filing of the A#1 to the registration statement filed on July 19, 2011. As in the past, for ease of review we deleted the F pages with the
financials prior to running the redline so those pages are missing from this document. In case it is helpful, we have also attached a copy of the letter filed as correspondence in connection
therewith. Thanks!

[PDF
ICON]

Monica J. Shilling

Partner

Proskauer

2049 Century Park East

Suite 3200

Los Angeles, CA 90067-3206

d 310.284.4544

f 310.557.2193

mshilling@proskauer.com

greenspaces

Please consider the environment before printing this email.

1

CORRESP
1
filename1.htm

 Shilling, Monica J.

To:

ganleyj@sec.gov

Subject:

Ares Capital Corporation - Amendment # 1 to Registration Statement on Form N-2

Attachments:

Redline - N-2A (9-9-11 vs 7-19-11).pdf; ARCC - Response letter to SEC Comments to Shelf N-2 (Sept 2011) - executed.PDF

 Hi
John,

As
we have done in the past, attached to this email is a copy of Amendment # 2 to the shelf registration statement on Form N-2 filed by Ares Capital Corporation (ARCC) with the SEC on September
9, 2011, marked to show changes from ARCC's previous filing of the A#1 to the registration statement filed on July 19, 2011. As in the past, for ease of review we deleted the F pages with the
financials prior to running the redline so those pages are missing from this document. In case it is helpful, we have also attached a copy of the letter filed as correspondence in connection
therewith. Thanks!

[PDF
ICON]

Monica J. Shilling

Partner

Proskauer

2049 Century Park East

Suite 3200

Los Angeles, CA 90067-3206

d 310.284.4544

f 310.557.2193

mshilling@proskauer.com

greenspaces

Please consider the environment before printing this email.

1

CORRESP
1
filename1.htm

September 9, 2011

 Monica J. Shilling

Member of the Firm

United States Securities and Exchange Commission

Division of Investment Management

100 F Street, N.W.

Washington, D.C. 20549

Attention: John M. Ganley, Senior Counsel

 d 310.284.4544

f 310.557.2193

mshilling@proskauer.com

www.proskauer.com

Re:Ares
Capital Corporation (File Nos. 333-174716 & 814-663)

Dear
Mr. Ganley:

Ares
Capital Corporation (the "Fund") has today filed Amendment No. 2 ("Amendment No. 2") to its registration statement filed on Form N-2 on June 3, 2011 (the
"Registration Statement"). This Amendment No. 2 sets forth the responses to the comments of the Staff of the Division of Investment Management (the "Staff") provided in a telephone conversation
with me on September 1, 2011 relating to the above-referenced filing.

Set
forth below is the comment verbally referenced by the Staff in the telephone conversation on September 1, 2011, and immediately below such comment is the response with respect thereto.

PROSPECTUS

 Cover Page

1.    The Staff asked the Fund to include in the registration statement a form of prospectus supplement for each type of security to be
registered.

        As
noted in our previous response letter dated July 19, 2011, the Fund does not believe that the filing of forms of prospectus supplements for each type of security that may be
offered under the Registration Statement is required, nor does the Fund believe that it will provide information that would be either material or useful to investors. Specifically, neither the
applicable provisions of the Securities Act of 1933, as amended (the "Securities Act"), nor the requirements of Form N-2, explicitly or implicitly require registrants to file
proposed forms of prospectus supplements for each type of security that may be offered under a universal shelf registration statement.

        Since
1998, the Staff has permitted a closed-end investment company to conduct a shelf offering on Form N-2 in accordance with Rule 415(a)(l)(x)
under the Securities Act if such company's securities are "qualified to be registered on Form S-3."(1) Thus, a closed-end investment company that satisfies the
registrant and transaction requirements of Form S-3 may register securities on Form N-2 for an offering to be made on a continuous or delayed basis in accordance
with Rule 415(a)(l)(x). In this vein, the Staff has permitted business development companies ("BDCs") to conduct shelf offerings on Form N-2 in accordance with
Rule 415(a)(l)(x) if their securities are "qualified to be registered on Form S-3." As a result, many BDCs that satisfy the requirements of Form S-3 have
been offering and selling securities pursuant to Rule 415(a)(l)(x) for the past several years, including the Fund, which has conducted thirteen shelf offerings during the last seven years. In
connection with such offerings pursuant to Rule 415(a)(1)(x), the Fund has undertaken to file a post-effective amendment instead of a prospectus supplement when
(1) disclosure in the registration statement must be updated for Securities Act Section 10(a)(3) purposes, (2) there is a "fundamental change" to the disclosure, or
(3) there is any new material information regarding, or any material change to, the plan of distribution.(2)

(1)See Nuveen Virginia Premium Income Municipal Fund, SEC Staff No-Action Letter (Oct. 6,
2006); Pilgrim America Prime Rate Trust, SEC Staff No-Action Letter (May 1, 1998). (2)See Item 512 of
Regulation S-K.

United
States Securities and Exchange Commission

September 9, 2011

Page 2

        There
are no requirements of Form S-3 that explicitly or implicitly require registrants to file proposed forms of prospectus supplements for any type of security that
may be offered other than for asset-backed securities ("ABS").(3) The purposes for requiring the filing of forms of prospectus supplements in ABS offerings are not applicable to the Fund. Different
rules, including we believe the
special requirement to file forms of prospectus supplements, apply to ABS and ABS issuers because, in the U.S. Securities and Exchange Commission's (the "Commission") words:

"[a]sset-backed
securities and ABS issuers differ from corporate securities and operating companies. In offering ABS, there is generally no business or management
to describe. Instead, information about the transaction structure and the characteristics and quality of the asset pool and servicing is often what is most important to investors."(4)

        In
addition, issuers of ABS are permitted to use Form S-3 without a reporting history.(5) The Fund is not an ABS issuer but instead is engaged in the business of
generating income and capital appreciation by, among other things, originating, investing in and managing debt and equity investments. The Fund's disclosure clearly describes the business in which a
potential securityholder would be investing and the management of that business. The Fund has a reporting history and there is a track record of public disclosure in each of these areas.

        The
Fund's business is more comparable to other companies that lend money or make debt investments, like banks or real estate investment trusts ("REITs"). Mortgage REITs, in particular,
are generally engaged in the business of originating, acquiring, investing in and managing, among other things, mortgage loans, mortgage-backed securities and other real estate-related investments,
and use universal shelf registration statements without any requirement to file a form of prospectus supplement.

        While
the Fund recognizes that the Staff is concerned with the adequacy of information that is provided in a supplemental prospectus, for the reasons outlined above, the Fund does not
believe that the filing of forms of prospectus supplements would provide useful disclosure in line with the Staff's and the Commission's prior statements or policies or with past practice. As a
result, the Fund proposes that instead of filing forms of prospectus supplements—generally resulting in a repetition of what is already in the Registration Statement, highly speculative
and potentially confusing disclosure for transactions that may never be executed upon, and unnecessary expenses that would have to be incurred by the Fund—it undertake that each prospectus
supplement used by the Fund in connection with a proposed offering include at a minimum the sections as set forth below. The Fund anticipates that the disclosure in each section would be similar to
the disclosure currently included in the Registration Statement but would be updated for changes due to the time of the deal and nature of the security being offered.

(3)See Instruction V.A to Form S-3.  (4)See SEC Release No. 33-8518
(March 8, 2005). (5)See id. (e.g., "because a reporting history is not required
for ABS for Form S-3 eligibility, investment grade ABS offerings registered on that form often must present most of their disclosure in the base prospectus and prospectus supplement
in lieu of incorporating information by reference").

United
States Securities and Exchange Commission

September 9, 2011

Page 3

 Forward-Looking Statements

 The Company

 Selected Condensed Consolidated Financial Data*

 Fees and Expenses (for any equity or equity-linked securities)

 Risk Factors (to the extent not included in the Registration Statement and necessary to update information with respect to the
securities offered or regarding the Fund)

 Use of Proceeds

 Price Range of Common Stock and Distributions (for any equity or equity-linked securities)

 Ratio of Earnings to Fixed Charges (for any debt security or preferred equity securities unless all material information is
already included in the Registration Statement)

 Management's Discussion and Analysis of Financial Condition and Results of Operations*

 Description of [Security Offered] (unless all material information is already included in the Registration Statement)

 Capitalization

 Underwriting

 Certain Material U.S. Federal Income Tax Considerations (unless all material information is already included in the Registration Statement)

 Legal Matters

 Interim Financial Statements*

*To
the extent the Fund has filed or has been required to file a Quarterly Report on Form 10-Q containing financial information not
included in the Registration Statement.

        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 Registration Statement. Please do not hesitate to call me at (310) 284-4544. In addition,
we would greatly appreciate any additional comments by facsimile to (310) 557-2193.

Very
truly yours,

/s/
Monica J. Shilling

Monica
J. Shilling

Enclosures

cc:Michael
J. Arougheti, Ares Capital Corporation

Joshua M. Bloomstein, Ares Capital Corporation

CORRESP
1
filename1.htm

 Shilling, Monica J.

To:

ganleyj@sec.gov

Subject:

RE: Ares Capital Corporation - Amendment # 1 to Registration Statement on Form N-2

 Hi
John,

As
we discussed yesterday, attached to this email is a copy of the Amendment # 1 to the shelf registration statement on Form N-2 filed by Ares Capital Corporation (ARCC) with the SEC on
July 19, 2011, marked to show changes from ARCC's June 3, 2011 filing of the shelf registration statement. As in the past, for ease of review we deleted the F pages with the financials
prior to running the redline so those pages are missing from this document. Thanks!

Monica J. Shilling

Partner

[PDF
ICON]

Proskauer

2049 Century Park East

Suite 3200

Los Angeles, CA 90067-3206

d 310.284.4544

f 310.557.2193

mshilling@proskauer.com

greenspaces

Please consider the environment before printing this email.

1

CORRESP
1
filename1.htm

July 19, 2011

 Monica J. Shilling

Member of the Firm

United States Securities and Exchange Commission

Division of Investment Management

100 F Street, N.W.

Washington, D.C. 20549

Attention: John M. Ganley, Senior Counsel

 d 310.284.4544

f 310.557.2193

mshilling@proskauer.com

www.proskauer.com

Re:Ares
Capital Corporation (File Nos. 333-174716 & 814-663)

Dear
Mr. Ganley:

Ares
Capital Corporation (the "Fund") has today filed Amendment No. 1 ("Amendment No. 1") to its registration statement filed on Form N-2 on June 3, 2011 (the
"Registration Statement"). The amendment sets forth the responses to the comments of the Staff of the Division of Investment Management (the "Staff") contained in your letter dated July 1, 2011
relating to the above-referenced filing.

Set
forth below are the comments of the Staff contained in the Staff's letter and immediately below each comment is the response with respect thereto and, where applicable, the location in the
relevant filing of the requested disclosure. Responses to comments given in one section are applicable to other sections of the Registration Statement that contain similar disclosure.

PROSPECTUS

 Cover Page

1.    The fifth paragraph of the cover page indicates that each of the five types of securities registered may be sold separately or "as units comprised of any
combination" of the other securities registered. Please provide us with the following:

•An explanation as to why a unit should not be deemed a separate
security;

•An example of a "unit" and how it would be offered and priced;
and

•An explanation of how the Fund will ensure that a unit is priced in a manner that would not result
in common shares sold below net asset value. See Section 23(b) of the Investment Company Act of 1940 ("Investment Company Act").

        The
Fund has revised the cover page of the Registration Statement to refer to the registration of units in response to the Staff's comments. In addition, the Fund advises the Staff on a
supplemental basis that a unit would typically consist of one or more securities, which would generally be offered and priced together as a whole security, rather than strictly by reference to the
value of the underlying securities that comprise the unit. A typical unit might consist of one share of common stock and a warrant to purchase an additional share of common stock, and would generally
be treated as a security in its own right. Any units issued under the Registration Statement will only contain other securities that have been registered on the Registration Statement, or that will be
registered on another subsequent registration statement filed by the Fund under the Securities Act of 1933 (the "Securities Act").

United
States Securities and Exchange Commission

July 19, 2011

Page 2

        Units
may or may not be traded on an exchange, depending upon the terms of their offer and sale. In addition, their components, other than any common stock included in a unit, may or may
not be traded on an exchange. In connection with the issuance of any units comprised in part of shares of common stock, the Fund's board of directors would be required to separately determine the
estimated portion of the purchase price of such units that is attributable to such shares, or the "Share Purchase Price" to ensure that such shares are not issued under net asset value (or if they
are, that the Fund has the right to issue such shares under net asset value (e.g., pursuant to stockholder approval)).

2.    The fifth paragraph also states that the securities may be offered at prices and on terms to be described in one or more supplements to the prospectus. Please
include in the registration statement a form of prospectus supplement for each type of security registered. In addition, please include an undertaking to file a post-effective
amendment to the registration statement with respect to any rights offering.

        The
Fund does not believe that the filing of forms of prospectus supplements for each type of security that may be offered under the Registration Statement is either required or
appropriate. Specifically, neither the applicable provisions of the Securities Act, nor the requirements of Form N-2, explicitly or implicitly require registrants to file proposed
prospectus supplements for each type of security that may be offered under a universal shelf registration statement.

        In
addition, the Fund believes that, given the lack of actual terms with respect to the securities that might be issued under the Registration Statement, any proposed disclosure that
would be included in a proposed prospectus supplement would be highly speculative and potentially misleading to the market. Such disclosure would, however, be included in the actual prospectus
supplement delivered to each potential purchaser of those securities and filed with the Securities and Exchange Commission (the "Commission") on or prior to such delivery, consistent with the approach
that has traditionally been taken by business development companies in universal shelf offerings. In addition, the Fund confirms to the Staff that it will file a post-effective
amendment to the Registration Statement prior to undertaking any rights offering thereunder where its stockholders are offered the right to subscribe for shares at a purchase price under net asset
value.

 Prospectus Summary — The Company — Overview (Page 1)

3.    The first paragraph of this section identifies Ivy Hill Asset Management, L.P. as an adviser that is a wholly-owned portfolio company of the Fund. Please
explain to us how the Fund's ownership of Ivy Hill Asset Management, L.P. is consistent with Section 12(d)(3), which applies to business development companies through Section 60
of the Investment Company Act.

        The
Fund notes that Ivy Hill Asset Management, L.P. ("IHAM") is currently exempt from the registration requirements of the Investment Adviser's Act of 1940, as amended (the
"Adviser's Act") pursuant to Section 203(b)(3) of the Adviser's Act, as IHAM currently has less than 15 clients. Although Section 203(b)(3) will be removed from the Adviser's Act on
July 21, 2011, IHAM has until March 30, 2012 to register as an investment adviser if no other exemptions are available. Accordingly, the Fund respectfully submits that the Fund's
ownership of IHAM is consistent with Section 12(d)(3) of the Investment Company Act. The Fund acknowledges that if IHAM is required to register as an investment adviser under the Adviser's Act
that the Fund would, absent appropriate exemptive relief, be prohibited from making any further investments in IHAM pursuant to Section 12(d)(3) of the Investment Company Act. As disclosed in
the risk factor entitled "Changes in laws or regulations governing our operations or the operations of our portfolio companies, changes in the interpretation thereof or newly
enacted laws or regulations, such as the Dodd-Frank Act, and any failure by us or our portfolio companies to comply with these laws or regulations, could require changes to certain
business practices of us or our portfolio companies, negatively impact the operations, cash flows or financial condition of us or our portfolio companies, impose additional costs on us or our
portfolio companies or otherwise adversely affect our business or the business of our portfolio companies." on page 38 of Amendment No. 1, the Fund is currently
seeking relief from the Commission to enable it to continue to invest in IHAM following any registration by IHAM as a registered investment adviser.

United
States Securities and Exchange Commission

July 19, 2011

Page 3

 Prospectus Summary — The Company — Recent Developments (Page 5)

4.    The last paragraph of this section indicates it was expected that the 2011 annual stockholders meeting would take place on June 6, 2011. Please update
the registration statement to reflect the results of that meeting.

        The
Fund has updated the Registration Statement to reflect the results of the 2011 annual stockholders meeting, as applicable.

 Fees and Expenses (Page 16)

5.    In the table of Stockholder transaction expenses, the second caption in the table states "Offering expenses borne by us (as a percentage of offering price)." As
all offering expenses are paid either directly or indirectly
by shareholders, please delete the words "borne by us" from this caption. Similarly, please delete "by us" from the fourth caption of the table concerning total stockholder transaction
expenses.

        The
Fund has deleted the words "borne by us" from the second caption in the table and "by us" from the fourth caption of the fee table on page 16 of Amendment No. 1.

6.    Please confirm that the income tax expenses of the Fund have been included in the fee table.

        The
fee table on page 16 of Amendment No. 1 has been updated to include income tax expenses of the Fund.

 Management — Biographical Information (Page 125)

7.    Please ensure and clarify that the information provided for the directors includes other directorships held during the past 5 years. See
Items 18.1 and 18.6(b) of Form N-2. The biographical information for each director includes a discussion of the director's particular experience, qualifications, attributes
or skills that lead to the conclusion that the individual should serve as a director. To enable investors to find this information more easily, please either move this information to a separate
section or provide an appropriate caption for such information under each director's biographical information.

        The
biographical information about each director includes all directorship held by each such director during the past 5 years. The Fund has revised the biographical information
section beginning on page 123 of Amendment No. 1 to enable investors to more easily find the discussion regarding each director's particular experience, qualification, attributes and
skills.

 Description of Our Capital Stock — Provisions of the Maryland General Corporation Law and Our Charter and Bylaws — Control Share
Acquisition (Page 175)

8.    The last paragraph of this section provides that the Fund's bylaws contain a provision exempting from the Control Share Acquisition Act any and all acquisitions
by any person of shares of the Fund's stock. Please clarify that all shares of the Fund, including control shares, will have voting rights. This section also states that the bylaws would be amended to
subject the Fund to the Control Share Acquisition Act only if the board determines it would be in the best interest of the Fund based on the determination that being subject to the Control Share
Acquisition Act does not conflict with the Investment Company Act. Please disclose that the Fund would consult with the staff of the Commission prior to amending its bylaws to repeal the
exemption.

        The
Fund has made the requested changes on page 173 of Amendment No. 1.

United
States Securities and Exchange Commission

July 19, 2011

Page 4

 Legal Matters (Page 209)

9.    This section states that the legality of the securities offered will be passed upon by Proskauer Rose, LLP, Los Angeles, California and
Venable LLP, Baltimore. Please include in Part C to registration statement an undertaking that the Fund will file, at the time of each offering of securities, appropriate legality
opinions by post-effective amendment to the registration statement.

        The
Fund does not believe that adding such an undertaking the Registration Statement is required. Specifically, neither the applicable provisions of the Securities Act, nor the form
requirements of Form N-2, explicitly or implicitly require registrants to include such an undertaking in a registration statement. The Fund, however, hereby confirms that it will
file, at the time of each offering
of securities, appropriate legality opinions by post-effective amendments to the registration statement.

GENERAL COMMENTS

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

        The
Fund acknowledges that where a comment is made in one location, it is applicable to all similar disclosure appearing elsewhere in the Registration Statement.

11.    We note that portions of the filing are incomplete. We may have additional comments on such portions when you complete them in a pre-effective
amendment, on disclosures made in response to this letter, on information supplied supplementally, or on exhibits added in any preeffective amendments.

        The
Fund acknowledges that the Staff may have additional comments on the disclosures made in response to Staff comments, on information supplied in this letter or otherwise
supplementally or on any exhibits added in pre-effective amendments.

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

        The
Fund intends to omit information with respect to the following items from the form of prospectus included with the Registration Statement that is declared effective in reliance on
430C under the Securities Act: public offering price, underwriting syndicate (including any material relationships between the registrant and underwriters not named therein), underwriting discounts or
commissions, discounts or commissions to dealers, amount of proceeds, conversion rates, call prices and other items dependent upon the offering price, delivery dates and terms of securities dependent
upon the offering date. The Fund has furnished the undertaking required by Item 34.4 of Form N-2 and will file the form of prospectus with the Commission pursuant to
Rule 497 of the Securities Act of 1933.

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

        The
Fund has not submitted, and does not expect to submit, an exemptive application or no-action request in connection with the Registration Statement.

14.    Response to this letter should be in the form 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 supplemental letter and briefly state the basis for your position.

        The
Fund notes that Amendment No. 1 and this letter dated July 19, 2011 set forth the Fund's responses to the Staff's comments.

15.    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.

United
States Securities and Exchange Commission

July 19, 2011

Page 5

        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 Registration Statement. Please do not hesitate to call me at (310) 284-4544. In addition,
we would great

CORRESP
1
filename1.htm

 Shilling, Monica J.

To:

ganleyj@sec.gov

Subject:

Ares Capital Corporation - Registration Statement on Form N-2

 Attachments:

Marked ARCC N-2.pdf

 Hi
John,

As
I noted in my voicemail, attached to this email is a copy of the shelf registration statement on Form N-2 filed by Ares Capital Corporation (ARCC) with the SEC on June 3, 2011, marked
to show changes from ARCC's last effective shelf registration statement, the last amendment for which was filed with the SEC on October 5, 2010. As I described, for ease of review we deleted
the F pages with the financials prior to running the redline so those pages are missing from this document. Thanks!

[PDF
ICON]

Monica J. Shilling

Partner

Proskauer

2049 Century Park East

Suite 3200

Los Angeles, CA 90067-3206

d 310.284.4544

f 310.557.2193

mshilling@proskauer.com

greenspaces

Please consider the environment before printing this email.

1

CORRESP
1
filename1.htm

April 21, 2011

Monica J. Shilling

Member of the Firm

d 310.284.4544

f 310.557.2193

mshilling@proskauer.com

www.proskauer.com

 United
States Securities and Exchange Commission

Division of Investment Management

100 F Street, N.E.

Washington, D.C. 20549

Attention: John M. Ganley

Re:Ares
Capital Corporation Preliminary Proxy Statement Filed March 21, 2011

(File No. 814-00663)

Dear
Mr. Ganley:

        In
a telephone conversation on April 20, 2011, you provided us with verbal comments on the preliminary proxy statement (the "preliminary proxy") filed by Ares Capital Corporation
(the "Fund") on March 21, 2011. We have revised the preliminary proxy (as revised, the "proxy statement") to respond to the comments you provided during the telephone conversation. We are
concurrently filing this letter via EDGAR as a correspondence filing.

        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. To aid your review, we have attached to this letter changed pages of the proxy statement reflecting the proposed changes to the
preliminary proxy. Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to them in the proxy statement.

 Proposal 5: Approval of Amendment to the Calculation of the Capital Gains Fee Under the Amended and Restated Investment Advisory and Management Agreement

1.You asked the Fund to revise proposal 5 of the proxy statement to (a) further emphasize that in the event stockholders approve
the Capital Gains Amendment, the Fund would accrue an additional amount of capital gains incentive fees payable up to approximately $26 million, which accrual would lower the Fund's net asset
value and (b) revise the language in proposal 5 to delete references to the Capital Gains Amendment being a clarification of the Existing Agreement.

        (a)   The
Fund has revised the first sentence of the first full paragraph on page 53 of the preliminary proxy statement so that it appears in bold type and further
revised the paragraph to read as follows:

"In addition, for the quarter in which any approval of the Capital Gains Amendment by the stockholders occurs, we will be required to accrue an additional amount of capital
gains incentive fees payable up to a maximum of approximately $26 million, even though no such fees would be payable to our investment adviser at the time of such accrual. Such accrual would
result in a decrease in our net asset value. Even though no Capital Gains Fee was actually paid to our investment adviser for the year ended December 31, 2010, we
accrued a capital gains incentive fee of $15.6 million in our financial statements for the year ended December 31, 2010 in accordance with GAAP. GAAP requires that the capital gains
incentive fee accrual consider the cumulative aggregate unrealized capital appreciation in the calculation, as a capital gains incentive fee would be payable if such unrealized capital appreciation
were realized, even though such unrealized capital appreciation is not permitted to be considered in calculating the fee actually payable under the Existing Agreement. The GAAP accrual is calculated
using the aggregate cumulative realized capital gains and losses and aggregate cumulative unrealized capital depreciation included in the calculation of the Capital Gains Fee plus the aggregate
cumulative unrealized capital appreciation. If such amount is positive at the end of a period, then GAAP requires the Company to record a capital gains incentive fee equal to 20% of such amount, less
the aggregate amount of actual Capital Gains Fees paid in all prior years. If such amount is negative, then there is no
accrual for such year."

        (b)   The
Fund has revised the language in the Notice of Annual Meeting of Stockholders and on pages 33, 47, 49, 54 and 56 of the preliminary proxy to reflect that the
additional language in the Capital Gains Amendment further defines, rather than clarifies, the calculation of the Capital Gains Fee.

 Additional Changes

        In addition, the Fund has made certain non-substantive changes such as filling in blanks, updating information and making
stylistic changes to the proxy statement and the attached form of proxy (together, the "proxy materials"). As we discussed, the Fund remains in the process of finalizing a new director nominee. Upon
completion of this process, the Fund will make certain additional changes to the proxy materials that add appropriate disclosure with respect to the new director nominee and add further
non-substantive changes to fill in any remaining blanks. As we discussed further on April 21, 2011, we will not submit such changes for your review before the Fund files its
definitive proxy statement.

2

        The
Fund understands that:

        1.     the
Fund is responsible for the adequacy and accuracy of the disclosure in the filings;

        2.     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

        3.     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 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 its definitive proxy statement by the end of the day on Friday,
April 29, 2011.

 Very truly yours,

/s/ MONICA J. SHILLING

Monica J. Shilling

 Enclosures

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

3

CORRESP
1
filename1.htm

 Shilling, Monica J.

To:

ganleyj@sec.gov

Subject:

Ares Capital Corporation - Proxy

 Attachments:

Marked ARCC Proxy.pdf

 Hi
John,

As
we discussed, attached to this email is a copy of the preliminary proxy filed by Ares Capital Corporation (ARCC) with the SEC on March 21, 2011, marked to show changes from ARCC's definitive
proxy filed with the SEC on April 30, 2010. Thanks!

[PDF
ICON]

Monica J. Shilling

Partner

Proskauer

2049 Century Park East

Suite 3200

Los Angeles, CA 90067-3206

d 310.284.4544

f 310.557.2193

mshilling@proskauer.com

greenspaces

Please consider the environment before printing this email.

1

CORRESP
1
filename1.htm

 Shilling, Monica J.

To:

ganleyj@sec.gov

Subject:

Ares Capital Corporation - Proxy

 Attachments:

Marked ARCC Proxy.pdf

 Hi
John,

As
we discussed, attached to this email is a copy of the preliminary proxy filed by Ares Capital Corporation (ARCC) with the SEC on March 21, 2011, marked to show changes from ARCC's definitive
proxy filed with the SEC on April 30, 2010. Thanks!

[PDF
ICON]

Monica J. Shilling

Partner

Proskauer

2049 Century Park East

Suite 3200

Los Angeles, CA 90067-3206

d 310.284.4544

f 310.557.2193

mshilling@proskauer.com

greenspaces

Please consider the environment before printing this email.

1

CORRESP
1
filename1.htm

Ares Capital Corporation

280 Park Avenue, 22nd Floor

Building East

New York, NY 10017

October 7, 2010

VIA EDGAR AND FACSIMILE

United States Securities
and Exchange Commission

Division of Investment
Management

100 F Street, N.E.

Washington, DC 20549

Re:         Registration
Statement No. 333-165585

Ladies and Gentlemen:

Pursuant to Rule 461(a)
promulgated under the Securities Act of 1933, as amended, the undersigned
registrant (the “Fund”) hereby requests that the effective date of the
above-referenced Registration Statement be accelerated so that the same may
become effective at 12:00 p.m. (Washington D.C. time) on October 8, 2010 or as
soon as practicable thereafter.

The Fund understands
that:

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

(b)        comments of the Staff of the Division of
Investment Management (the “Staff”) 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.

  Sincerely,

  ARES CAPITAL
  CORPORATION

    \s\ Richard
  S. Davis

  Richard S. Davis

  Chief Financial Officer

CORRESP
1
filename1.htm

 Shilling, Monica J.

To:

SandoeC@SEC.GOV

Subject:

ARCC - Amendment #2 to N-2 333-165585

 Attachments:

ARCC N-2A - Cumulative Marked Copy.pdf

 Hi
Christian - Attached to this email is a pdf copy (marked to show changes from Amendment #1) of Pre-Effective Amendment #2 to ARCC's Registration Statement on Form N-2
filed with the SEC on October 5, 2010.

[PDF
ICON]

Monica J. Shilling

Partner

Proskauer

2049 Century Park East

Suite 3200

Los Angeles, CA 90067-3206

d 310.284.4544

f 310.557.2193

mshilling@proskauer.com

greenspaces

Please consider the environment before printing this email.

1

CORRESP
1
filename1.htm

  Proskauer Rose LLP 2049 Century Park East, 32nd
  Floor Los Angeles, CA 90067-3206

  October 5,
  2010

  Monica
  J. Shilling

  Member
  of the Firm

  d
  310.284.4544

  f
  310.557.2193

  United States Securities and Exchange Commission

  mshilling@proskauer.com

  Division of Investment Management

  www.proskauer.com

  100 F Street, N.E.

  Washington, D.C. 20549

  Attention:
  Christian T. Sandoe, Senior Counsel

Re:         Ares Capital Corporation (File No. 333-165585)

Dear
Mr. Sandoe:

Ares
Capital Corporation (the “Fund”) has today filed Amendment No. 2 to its
registration statement filed on Form N-2 on March 19, 2010 (the “Registration
Statement”).  The amendment includes
responses to the comments of the Staff of the Division of Investment Management
(the “Staff”) provided in a telephone conversation with me on September 28,
2010 relating to the above-referenced filing.

Set
forth below are the comments verbally referenced by the Staff in the telephone
conversation on September 28, 2010, and immediately below each comment is the
response with respect thereto.

PROSPECTUS

Fees
and Expenses (Page 15)

1.             The Staff asked the Fund to confirm that the “Acquired
fund fees and expenses” percentage amount of 0.00% is accurate, given how much
the Fund has disclosed as under management.

The
“Acquired fund fees and expenses” percentage amount is 0.003%.  Pursuant to Instruction 3 in Item 3.1 of Form N-2,
the Fund has rounded such percentage to the nearest hundredth of one percent.

2.             The Staff asked the Fund to explain why the “Total annual
expenses (estimated)” percentage amount was different than the “Ratio of
operating expenses to average net assets” percentage amount disclosed in the
Fund’s quarterly report on Form 10-Q for the quarter ended June 30,
2010 (the “10-Q”).

The
“Total annual expenses (estimated)” percentage amount in the Registration
Statement is different than the “Ratio of operating expenses to average net
assets” amount in the 10-Q because the two percentages are calculated
differently.  The “Total annual expenses

Boca Raton | Boston | Chicago | Hong Kong | London | Los Angeles | New
Orleans | New York | Newark | Paris | São Paulo | Washington, D.C.

United
States Securities and Exchange Commission

October 5,
2010

Page 2

(estimated)” percentage
amount is calculated by dividing (i) the annualized year-to-date expenses
of the Fund by (ii) the average net assets of the Fund for the six months
ending June 30, 2010.  The “Ratio of
operating expenses to average net assets” percentage amount in the 10-Q is
calculated by dividing (x) the actual year-to-date expenses of the Fund by
(y) the average monthly net assets year-to-date.

3.             The Staff asked the Fund to confirm that “consolidated
net assets attributable to common stock” referenced in the Fees and Expenses
Table is average net assets and not net assets at a point in time (June 30,
2010) as footnote (5) appears to indicate.

The
Fund has updated its disclosure so that “consolidated net assets attributable
to common stock” is average net assets instead of net assets as of June 30,
2010.

4.             The Staff asked the Fund whether the amount of 8.66%
referenced in footnote (6) was correct.

The
Fund advises the Staff that the percentage amount of 8.66% in footnote (6) was
a proofing error and that the correct percentage amount has been inserted
instead.

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.

2

United
States Securities and Exchange Commission

October 5,
2010

Page 3

We
look forward to discussing with you any additional questions you may have
regarding the Registration Statement.  Please do not hesitate to call me at (310)
284-4544.

Very
truly yours,

/s/
Monica J. Shilling

Monica
J. Shilling

Enclosures

  cc:

  Michael
  J. Arougheti, Ares Capital Corporation

  Joshua
  M. Bloomstein, Ares Capital Corporation

3

CORRESP
1
filename1.htm

 Shilling, Monica J.

To:

SandoeC@SEC.GOV

Subject:

ARCC - Amendment #1 to N-2 333-165585

 Attachments:

ARCC N-2A - Cumulative Marked Copy.pdf

 Hi
Christian - Attached to this email is a pdf copy (marked to show changes from the original filing) of Pre-Effective Amendment #1 to ARCC's Registration Statement on
Form N-2 filed with the SEC on September 3, 2010. As discussed, although the EDGAR copy inadvertently did not reflect that pages F-61 through F-137 consist of newly added
text, the attached pdf copy correctly reflects that those pages are new additions.

[PDF
ICON]

Monica J. Shilling

Partner

Proskauer

2049 Century Park East

Suite 3200

Los Angeles, CA 90067-3206

d 310.284.4544

f 310.557.2193

mshilling@proskauer.com

greenspaces

Please consider the environment before printing this email.

1

CORRESP
1
filename1.htm

Monica J. Shilling

September 3, 2010

Member of the Firm

d 310.284.4544

f 310.557.2193

United States Securities and Exchange Commission

Division of Investment Management

100 F Street, N.W.

Washington, D.C. 20549

Attention: Christian T. Sandoe, Senior Counsel

mshilling@proskauer.com

www.proskauer.com

Re:Ares Capital Corporation (File No. 333-165585)

Dear
Mr. Sandoe:

Ares
Capital Corporation (the "Fund") has today filed Amendment No. 1 to its registration statement filed on Form N-2 on March 19, 2010 (the "Registration Statement").
The amendment sets forth the responses to the comments of the Staff of the Division of Investment Management (the "Staff") contained in your letter dated April 16, 2010 relating to the
above-referenced filing.

Set
forth below are the comments of the Staff contained in the Staff's letter and immediately below each comment is the response with respect thereto and, where applicable, the location in the
relevant filing of the requested disclosure. Responses to comments given in one section are applicable to other sections of the Registration Statement that contain similar disclosure.

PROSPECTUS

1.As described in the Fund's 8-K filed on April 1, 2010, the merger transaction between the Fund and Allied Capital
Corporation ("Allied") has been completed. As the transaction had not yet been completed at the time this registration statement was filed, numerous sections throughout the Fund's prospectus describe
the merger as pending. Please revise each of these sections throughout the registration statement to reflect the consummation of the merger transaction.

        The
Fund has revised each of the sections throughout the Registration Statement that describe the merger transaction between the Fund and Allied (the "Allied Acquisition") as pending to
reflect the consummation of the Allied Acquisition as requested.

2.Please inform us whether the Fund's financial statements, reflecting a post-merger company, will be filed with the
Commission (and incorporated into this registration statement) prior to the Fund's request for effectiveness of this registration statement and, if so, explain what form it will take
(e.g., audited, consolidated—unaudited) and why you believe that the form is appropriate. If the Fund does not intend to update its financial statements to reflect the
post-merger company, please inform us why you believe that this presentation is appropriate.

        On
August 5, 2010, the Fund filed with the Commission its quarterly report on Form 10-Q for the quarter ended June 30, 2010 (the "Quarterly Report"). The
Quarterly Report included an unaudited consolidated balance sheet as of June 30, 2010 that reflected the financial position of the post-merger company, which unaudited consolidated
balance sheet has been included in the Registration Statement. Because the Allied Acquisition was completed on April 1, 2010, the Fund's consolidated statements of operations for the six months
ended June 30, 2010 filed with the Commission and included in the Registration Statement reflect the post-merger operations of the combined company from April 1, 2010. The
consolidated statements of operations for the three months ended June 30, 2010 reflect the operations of the combined company. Pursuant to Article 11 of
Regulation S-X, the Fund is required to furnish unaudited pro forma financial information of the Fund and Allied in the form of unaudited pro forma condensed consolidated statements
of operations for the latest fiscal year and interim period included in the Registration Statement. As a result, the Fund has provided the unaudited pro forma condensed consolidated statements of
operations for the six months ended June 30, 2010 and the year ended December 31, 2009, which assume the Allied Acquisition was completed on January 1, 2010 and January 1,
2009, respectively.

United States Securities and Exchange Commission

September 3, 2010

Page 2

        Pursuant
to Rule 3-05 of Regulation S-X, the Fund has also furnished the historical financial statements of Allied in the form of (1) audited
consolidated balance sheets as of December 31, 2008 and December 31, 2009 and an unaudited consolidated balance sheet as of March 31, 2010; (2) audited consolidated
statements of operations for the years ended December 31, 2007, December 31, 2008 and December 31, 2009 and unaudited consolidated statements of operations for the three months
ended March 31, 2009 and March 31, 2010; (3) audited consolidated statements of changes in net assets for the years ended December 31, 2007, December 31, 2008 and
December 31, 2009 and unaudited consolidated statements of changes in net assets for the three months ended March 31, 2009 and March 31, 2010 and (4) audited consolidated
statements of cash flows for the years ended December 31, 2007, December 31, 2008 and December 31, 2009 and unaudited consolidated statements of cash flows for the three months
ended March 31, 2009 and March 31, 2010.

        The
Fund believes that this presentation of the Fund's stand-alone financial statements, Allied's stand-alone financial statements and the pro forma financial information of the Fund and
Allied is appropriate because it complies with the Commission's rules and provides investors with information as to how the Allied Acquisition might have affected historical financial statements if
the Allied Acquisition had been consummated at an earlier time and illustrates the scope of the change in the Fund's results of operations caused by the Allied Acquisition. The Fund has complied with
the applicable rules of Regulation S-X with respect to the Allied Acquisition.

 Prospectus Summary—Market Conditions (Page 7)

3.The second sentence of the first paragraph states that the Fund will respond to capital constraints by, among other things, recycling
lower yielding investments. Please explain in this section in plain English what the term "recycling" investments means.

        The
Fund has revised this sentence by replacing "recycling" with "reinvesting the proceeds from" and adding "into higher yielding investments" to the end of the sentence such that the
sentence reads as follows:

"We
have responded to constraints on raising new capital by pursuing other avenues of liquidity and growth, such as adjusting the pace of our investments, becoming more selective in evaluating
investment opportunities, pursuing asset sales, developing our third-party asset management capabilities and/or reinvesting the proceeds from sales of lower yielding investments into higher yielding
investments."

 Fees and Expenses (Page 15)

4.The second, third and fourth sentences of footnote (6) to the table appear to be superfluous to the Fee Table disclosure
requirements, please consider removing this information from the footnote to the fee table. See Item 3.1 of Form N-2.

        The
Fund has removed this information from footnote (6) to the fee table.

 Legal Proceedings (Page 121)

5.This section identifies a number of lawsuits that were filed in response to the Fund's merger agreement with Allied. This section
indicates that some of these lawsuits have been settled (pending court approval) and that others remain pending. Please describe in this section any anticipated effects (if any) that these lawsuits
may have on the Fund's post-merger operations as well as the merger itself. Also, please inform us whether all of the filing requirements of Section 33 of the Investment Company Act
have been met. If not, please inform us as to when you expect that they will be met.
2

United States Securities and Exchange Commission

September 3, 2010

Page 3

        The
Fund has revised this section to delete the disclosure with respect to such lawsuits because they have all been settled and dismissed. Please see page 111 of the Registration
Statement for the updated section. The Fund does not believe that any of these settlements or lawsuits will have a material effect on its operations.

        The
Fund confirms that as of the date of this letter all documents related to the lawsuits referenced above that were required to be filed with the Commission pursuant to
Section 33 of the Investment Company Act have been filed.

 Board's Role in Risk Oversight (Page 141)

6.This section describes the manner in which the Fund's board of directors administers its risk oversight function. Please explain in
this section what effect this has on the board's leadership structure. See Item 18.5(a) of Form N-2.

        The
Fund has inserted the following paragraph after the fourth paragraph in the Board Role in Risk Oversight section on page 136 of the Registration Statement:

"We
believe that the extent of our board's (and its committees') role in risk oversight complements our board's leadership structure because it allows our independent directors, through the two fully
independent board committees, a lead independent director, 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."

GENERAL
COMMENTS

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

        The
Fund acknowledges that where a comment is made in one location, it is applicable to all similar disclosure appearing elsewhere in the Registration Statement.

8.We note that portions of the filing are incomplete. 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 information supplied supplementally, or on exhibits added in any pre-effective
amendments.

        The
Fund acknowledges that the Staff may have additional comments on the disclosures made in response to Staff comments, on information supplied in this letter or otherwise
supplementally or on any exhibits added in pre-effective amendments.

9.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.

        The
Fund intends to omit information with respect to the following items from the form of prospectus included with the Registration Statement that is declared effective in reliance on
430C under the Securities Act: public offering price, underwriting syndicate (including any material relationships between the registrant and underwriters not named therein), underwriting discounts or
commissions, discounts or commissions to dealers, amount of proceeds, conversion rates, call prices and other items dependent upon the offering price, delivery dates and terms of securities dependent
upon the offering date. The Fund has furnished the undertaking required by Item 34.4 of Form N-2 and will file the form of prospectus with the Commission pursuant to
Rule 497 of the Securities Act of 1933.

3

United States Securities and Exchange Commission

September 3, 2010

Page 4

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

        The
Fund has not submitted, and does not expect to submit, an exemptive application or no-action request in connection with the Registration Statement.

11.Response to this letter should be in the form 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 supplemental letter and briefly state the basis for your
position.

        The
Fund notes that Amendment No. 1 to the Registration Statement filed on Form N-2 today and this letter dated September 3, 2010 set forth the Fund's
responses to the Staff's comments.

12.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.

        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 Registration Statement. Please do not hesitate to call me at (310) 284-4544. In addition,
we would greatly appreciate any additional comments by facsimile to (310) 557-2193.

Very
truly yours,

/s/
Monica J. Shilling

Monica J. Shilling

Enclosures

cc:Michael
J. Arougheti, Ares Capital Corporation

Joshua M. Bloomstein, Ares Capital Corporation
4

CORRESP
1
filename1.htm

[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.

3

  Very
  truly yours,

  /s/
  MONICA J. SHILLING

  Monica J. Shilling

Enclosures

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

4

  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

CORRESP
1
filename1.htm

  From:

  Shilling,
  Monica [MShilling@proskauer.com]

  Sent:

  Wednesday,
  April 14, 2010 7:01 PM

  To:

  SandoeC@SEC.GOV

  Subject:

  ARCC
  Preliminary Proxy

  Attachments:

  Cumulative
  Markup against 2009 Proxy.pdf

Hi
Christian.  As we discussed, attached is
a redline showing the changes in ARCC’s preliminary 2010 proxy versus it’s 2009
definitive proxy. Thanks.

<<Cumulative Markup against 2009 Proxy.pdf>>

Monica J. Shilling

Partner

Proskauer

2049
Century Park East

Suite 3200

Los
Angeles, CA 90067-3206

d 310.284.4544

f  310.557.2193

mshilling@proskauer.com

greenspaces

Please
consider the environment before printing this email.

  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:

  ox

  Preliminary Proxy Statement

  o

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

  xo

  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

March 9, 2009

April [  ], 2010

Dear Stockholder:

You are cordially invited to attend the 20092010 Annual Meeting of Stockholders (the
“Annual Meeting”) of Ares Capital Corporation (the “Company”) to be held on May 4,
2009June [7], 2010 at 8:3010 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 threetwo 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
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

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, 2009JUNE [7], 2010

To the Stockholders of Ares Capital Corporation:

Notice is hereby given that the 20092010 Annual Meeting of the Stockholders (the
“Annual Meeting”) of Ares Capital Corporation, a Maryland corporation (the
“Company”), will be held on May 4, 2009June [7], 2010 at 8:3010 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 threetwo directors to serve for a term of three years, and until their
successors are duly elected and qualifiedqualify;

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, 20092010;

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); and

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; and6.  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, 2009May 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 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 9, 2009

April [   ], 2010

Ares Capital Corporation

280 Park
Avenue, 22nd Floor

Building
East

New
York, NY 10017

Proxy Statement

20092010 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 20092010 Annual Meeting of Stockholders (the
“Annual Meeting”) to be held on May 4, 2009June [7], 2010 at 8:3010 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, 2008,2009, are first being sent to the Company’s
stockholders on or about March 9, 2009.May [5], 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 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 threetwo
director nominees, FOR the ratification of KPMG LLP as the Company’s
independent registered public accounting firm for the year ending December 31,
2009,2010 and 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.May 5, 2010. As of March 2,
2009,April [     ], 2010, 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

2

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 (as
amended, the “Bylaws”) to approve Proposal 1 (to elect threetwo directors to serve for a term of three
years, and until their successors are duly elected and qualifiedqualify). 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 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, Proposal 5 (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). For
purposes of the vote on ProposalsProposal
2, 4 and 5, abstentions and broker non-votes will not be counted as
votes cast and will have no effect on the result of the vote. Abstentions
and broker non-votes will also not have any effect on the result of any vote
for adjournment.

With respect to Proposal 5, stockholders should be
aware that this stockholder proposal is simply a request that the board of
directors take the action stated in the proposal. Approval of Proposal 5 may
not result in the requested action being taken by the board of directors and,
therefore, its approval would not

CORRESP
1
filename1.htm

Ares Capital Corporation

280 Park Avenue, 22nd Floor

Building East

New York, NY 10017

February 11,
2010

VIA EDGAR AND FACSIMILE

United
States Securities and Exchange Commission

Division
of Investment Management

450
Fifth Street, N.W.

Washington,
DC  20549

Re:          Registration Statement No. 333-163760

Ladies
and Gentlemen:

Pursuant
to Rule 461(a) promulgated under the Securities Act of 1933, as
amended, the undersigned registrant (the “Fund”) hereby requests that the
effective date of the above-referenced Registration Statement be accelerated so
that the same may become effective at 2:00 p.m. (Washington D.C. time) on February 11,
2010 or as soon as practicable thereafter.

The
Fund understands that:

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

(b)           comments of the Staff of the Division
of Investment Management (the “Staff”) 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.

  Sincerely,

  ARES
  CAPITAL CORPORATION

  /s/
  Joshua Bloomstein

  Joshua
  Bloomstein

  General
  Counsel, Vice President and Assistant Secretary

CORRESP
1
filename1.htm

[Letterhead
of Proskauer Rose LLP]

  Monica
  J. Shilling

  February 11,
  2010

  Member
  of the Firm

  d
  310.284.4544

  f
  310.557.2193

  mshilling@proskauer.com

  www.proskauer.com

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
  Registration Statement on Form N-14

  (No. 333-163760)

Dear Mr. Sandoe:

Ares Capital Corporation (the “Fund”) has today
filed Amendment No. 4 to its registration statement filed on Form N-14
on December 16, 2009 (the “Registration Statement”).  The amendment sets forth the response to the
comment of the Staff of the Division of Investment Management (the “Staff”)
provided to the Fund in a telephone conversation on February 10, 2010,
relating to the above-referenced filing.

Set forth below is the comment of the Staff verbally
referenced in the telephone conversation referred to above, and immediately
below the comment is the Fund’s response with respect thereto.

You asked the Fund to revise the Registration Statement so
that (i) the section entitled “Risk Factors” immediately follows the
synopsis, (ii) the section entitled “Risk Factors” be reordered so that
the risks associated with an investment in the Fund come first and (iii) a
brief comparision of the risk factors of the Fund and the risk factors of Allied
Capital Corporation be added to the disclosure.

The
Fund has revised the Registration Statement as requested.

The
Fund understands that:

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

Boca Raton | Boston | Chicago | Hong Kong |
London | Los Angeles | New Orleans | New York | Newark | Paris | São Paulo |
Washington, D.C.

(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 Registration
Statement.  Please do not hesitate to
call me at (310) 284-4544.

Very truly yours,

  /s/
  Monica J. Shilling

  Monica J. Shilling

Enclosures

  cc:

  Michael
  J. Arougheti, Ares Capital Corporation

  Joshua
  M. Bloomstein, Ares Capital Corporation

2

CORRESP
1
filename1.htm

[Letterhead of Proskauer Rose LLP]

  January 26,
  2010

  Monica
  J. Shilling

  Member
  of the Firm

  d
  310.284.4544

  f
  310.557.2193

  mshilling@proskauer.com

  www.proskauer.com

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
  Registration Statement on Form N-14

  (No. 333-163760)

Dear Mr. Sandoe:

Ares Capital Corporation (the “Fund”) has today
filed Amendment No. 1 to its registration statement filed on Form N-14
on December 16, 2009 (the “Registration Statement”).  The amendment sets forth the responses to the
comments of the Staff of the Division of Investment Management (the “Staff”)
provided to the Fund in telephone conversations on January 13 and 14,
2010, relating to the above-referenced filing.

Two copies of the amended filing, marked to show
changes from the Registration Statement, are enclosed for your convenience with
the hard copy of this letter.

Set forth below is the comment of the Staff verbally
referenced in the telephone conversations referred to above, and immediately
below the comment is the Fund’s response with respect thereto.

1.              You asked
the Fund to revise the Notice to Stockholders of Allied Capital Corporation (“Allied”)
to make it clear that holders may revoke their proxy at any time prior to the
vote being taken at the Allied special meeting.

The
Fund has revised the language in Allied’s Notice to Stockholders as requested.

2.              You asked
the Fund to include information in the Q&A section addressing the fact that
the pro forma combined estimated annual expense percentage reflected in the
table appearing in the section entitled “Comparative Fees and Expenses”
beginning on page 30 is higher than the estimated annual expense percentage
reflected in the table for the Fund on a stand-alone basis.

As
we discussed, a large part of the increase is attributable to Allied Capital’s
cost of debt, a significant portion of which is anticipated to be refinanced or
repaid in advance of or in connection with the transaction.  The Fund has added information in the Q&A
on page 7 as well as in footnote 8 to the Comparative Fees and Expenses
table on page 29 to highlight the higher pro forma combined estimated
annual expense percentage compared to the estimated annual expense percentage
for the Fund on a stand-alone basis.

3.              You asked
the Fund to explain to the Staff the benefit of consummating the transaction in
a two step process by 1) a “reverse triangular” merger and 2) subsequent “forward”
merger of the newly combined subsidiary up into the Fund, in lieu of a one step
process where Allied would merge directly into the Fund.  You also asked the Fund to add a short
sentence to the Registration Statement apprising readers that the Fund chose a
two step process to assure certain tax treatment.

The
parties have structured the combination of Allied and the Fund as a two-step
acquisition (first, the “reverse triangular” merger of a transitory subsidiary
of the Fund with and into Allied with Allied surviving (the “First Merger”),
followed by the “forward” merger of Allied with and into the Fund with the Fund
surviving (the “Second Merger”)) so as to preclude imposition of
corporate-level income tax should the transaction fail to qualify as a “reorganization”
under Section 368(a) of the Internal Revenue Code of 1986 (the “Code”)
and Allied fails to qualify as a “regulated investment company” under the Code
(a “RIC”) for any reason.  Under Internal
Revenue Service (“IRS”) Revenue Rulings 2001-26, 2001-1 C.B. 1297, and 2001-46,
2001-42 I.R.B. 321, if an integrated transaction such as this combination
qualifies as a reorganization, the First Merger is disregarded for U.S. federal
income tax purposes.

The
parties believe that the combination will qualify as a “reorganization,” Allied
has represented that it qualifies as a RIC and it is a condition to closing
that both Proskauer Rose LLP and Sullivan & Cromwell LLP issue tax
opinions that the combination qualifies as a “reorganization.”  If the transaction nonetheless fails to
qualify as a “reorganization” and Allied fails to qualify as a RIC, the IRS has
made clear in IRS Revenue Rulings 90-95, 1990-2 C.B. 67, and 2008-25, 2008-1
C.B. 986, that the First Merger would be treated as a “qualified stock purchase”
and the Second Merger would be treated as a separate transaction for U.S.
federal income tax purposes.  Since a
qualified stock purchase is treated as a taxable stock acquisition for such
purposes and the Second Merger would not trigger corporate-level tax,
structuring the combination as a two-step merger avoids triggering
corporate-level tax.

2

In
this regard, if Allied directly merges into the Fund in a taxable transaction
(i.e., a one-step transaction where the combination fails to qualify as a “reorganization”)
and Allied fails to qualify as a RIC, the transaction would be treated as a
taxable purchase of Allied’s assets triggering taxable gain in Allied’s assets
if it has a net unrealized gain at the time of the combination and the Fund
would assume any corporate-level tax payable on such taxable gain.  Although the parties believe the likelihood
of both such failures occurring to be extremely remote, especially in view of
the opinions to be received from counsel, structuring the transaction as a
two-step merger eliminates any risk of triggering corporate-level taxes in the
transaction.

The
Fund has included the requested disclosure on page 3.

4.              You asked
the Fund to revise the language in the Q&A entitled “How does Ares Capital’s
investment objective and strategy differ from Allied Capital’s?” on pages 5
and  6 comparing the two companies
investment objectives and strategies so that the criteria that each company
uses to define middle market are comparable.

The
Fund has revised the disclosure as requested on page 6.

5.              You asked
the Fund to clarify the Q&A entitled “What happens if the merger is not
consummated?” on page 7 to make it clear that if merger fails to close as
a result of the failure of Ares Capital’s stockholders to approve the issuance
of Ares Capital common stock, Ares Capital would be required to pay a $30
million termination fee.

The
Fund has revised the disclosure as requested on pages 8, 24 through 25 and
44.

6.              You asked
the Fund to revise the section entitled “Summary” beginning on page 11 to
more clearly highlight and compare the two funds and to delete information not
clearly called for in the summary pursuant to Subsection (b) of Item 3 of Form N-14.  In particular, you noted that you think the
summary of the risks that Allied Capital currently faces under the subheading “Risks
Related to Allied Capital” and the disclosure regarding the financial advisor
opinions appearing later in the summary was not appropriate for the Summary
section.

The
Fund has revised the disclosure as requested on pages 13 through 26.

7.              You asked
the Fund to confirm that Allied Capital has filed copies of the lawsuits
referenced in the Registration Statement as required by Section 33 of the
Investment Company Act of 1940 (the “Investment Company Act”).

3

The
Fund has confirmed with Allied Capital that it has filed copies of the lawsuits
in accordance with the Investment Company Act.

8.              You asked
the Fund to expand the discussion in the Risk Factor entitled “Ares Capital may
be unable to realize the benefits anticipated by the merger and subsequent
combination, including estimated cost savings and synergies, or it may take
longer than anticipated to achieve such benefits” on pages 44 and 45 to
discuss potentially increased expenses for the combined company.

The
Fund has revised the disclosure as requested on pages 41 and 42.

9.              You asked
the Fund to revise the Risk Factor entitled “The market price of Ares Capital
common stock after the merger may be affected by factors different from those
affecting Allied Capital common stock or Ares Capital common stock currently”
on page 49 to expand the discussion on how the companies are different and
what could happen to the combined company’s stock price as a result.

The
Fund has revised the disclosure as requested on page 46.

10.       You asked
the Fund to revise the table in “Capitalization” on page 117 to include
Allied Capital’s actual capitalization similar to what is currently included
for the Fund.

The
Fund has added the disclosure requested on page 115.

11.       You asked
the Fund to move the summary disclosure regarding the opinions of the Fund’s
and Allied Capital’s financial advisors in “The Merger” beginning on page 135
to appendices.

11.  The Fund has revised the disclosure as
requested on pages 133 through 135 and Annexes B-1, C-1 and D-1.

12.       You
requested that the Fund add an executive summary of the material differences
either before or after the chart in the section entitled “Comparison of
Stockholder Rights” beginning on page 421.

The
Fund has added the disclosure as requested on page 392.

The
Fund understands that:

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

4

(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 Registration
Statement.  Please do not hesitate to
call me at (310) 284-4544.

  Very truly yours,

  /s/ Monica J. Shilling

  Monica J. Shilling

  Enclosures

  cc:

  Michael
  J. Arougheti, Ares Capital Corporation

  Joshua
  M. Bloomstein, Ares Capital Corporation

5

CORRESP
1
filename1.htm

Ares Capital Corporation

280 Park Avenue, 22nd Floor

Building East

New York, NY 10017

January 25,
2010

VIA EDGAR AND FACSIMILE

United
States Securities and Exchange Commission

Division
of Investment Management

450
Fifth Street, N.W.

Washington,
DC 20549

Re:                               Registration
Statement No. 333-158211

Ladies
and Gentlemen:

Pursuant
to Rule 461(a) promulgated under the Securities Act of 1933, as
amended, the undersigned registrant (the “Fund”) hereby requests that the
effective date of the above-referenced Registration Statement be accelerated so
that the same may become effective at 2:00 p.m. (Washington D.C. time) on January 26,
2010 or as soon as practicable thereafter.

The
Fund understands that:

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

(b)                                 comments of the
Staff of the Division of Investment Management (the “Staff”) 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.

  Sincerely,

  ARES
  CAPITAL CORPORATION

  /s/
  Joshua Bloomstein

  Joshua
  Bloomstein

  General
  Counsel, Vice President and Assistant Secretary

CORRESP
1
filename1.htm

[PROSKAUER ROSE LLP LETTERHEAD]

January 25,
2010

United
States Securities and Exchange Commission

Division of Investment Management

100 F Street, N.W.

Mail Stop 4720

Washington, D.C. 20549

Attention:  Christian T. Sandoe, Senior
Counsel

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

Dear Mr. Sandoe:

Ares Capital Corporation (the “Fund”) has today filed
Post Effective Amendment No. 2 to its registration statement filed on Form N-2
on March 25, 2009 (the “Registration Statement”).  The amendment sets forth the responses to the
comments of the Staff of the Division of Investment Management (the “Staff”) provided
to the Fund in a telephone conversation on January 22, 2010, relating to
the above-referenced filing.

Two copies of the amended filing, marked to show
changes from the Registration Statement, are enclosed for your convenience with
the hard copy of this letter.

Set forth below is the comment of the Staff verbally
referenced by you in the telephone conversation on January 22, 2010, and
immediately below the comment is the response with respect thereto.

1.             The Staff
requested that the Fund delete the last sentence of footnote (11) to the Fees
and Expenses Table on page 17.

1.             The Fund has deleted the
language as requested.

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 Registration Statement.  Please do not hesitate to call me at (310)
284-4544.

  Very truly yours,

  /s/ Monica J. Shilling

  Monica J. Shilling

  Enclosures

  cc:

  Michael J. Arougheti, Ares
  Capital Corporation

  Joshua Bloomstein, Ares
  Capital Corporation

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

CORRESP
1
filename1.htm

Ares Capital Corporation

280 Park Avenue, 22nd Floor

Building East

New York, NY 10017

June 25, 2009

VIA EDGAR AND FACSIMILE

United States Securities and Exchange Commission

Division of Investment Management

450 Fifth Street, N.W.

Washington, DC  20549

Re:          Registration
Statement No. 333-158211

Ladies and Gentlemen:

Pursuant to Rule 461(a) promulgated under the Securities Act
of 1933, as amended, the undersigned registrant (the “Fund”) hereby requests
that the effective date of the above-referenced Registration Statement be
accelerated so that the same may become effective at 10:00 a.m. (Washington
D.C. time) on June 26, 2009 or as soon as practicable thereafter.

The Fund understands that:

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

(b)           comments of the
Staff of the Division of Investment Management (the “Staff”) 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.

  Sincerely,

  ARES CAPITAL CORPORATION

  /s/ Richard S. Davis

  Richard S. Davis

  Chief Financial Officer

CORRESP
1
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[PROSKAUER ROSE LLP
LETTERHEAD]

June 25, 2009

United States Securities and Exchange Commission

Division of Investment Management

100 F Street, N.W.

Mail Stop 4720

Washington, D.C. 20549

Attention:  Christian T. Sandoe, Senior
Counsel

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

Dear Mr. Sandoe:

Ares
Capital Corporation (the “Fund”) has today filed Amendment No. 2 to its
registration statement filed on Form N-2 on March 25, 2009 (the “Registration
Statement”).  The amendment sets forth
the responses to the comments of the Staff of the Division of Investment
Management (the “Staff”) provided to the Fund in a telephone conversation on
June 22, 2009, relating to the above-referenced filing.

Two
copies of the amended filing, marked to show changes from the Registration
Statement, are enclosed for your convenience with the hard copy of this letter.

Set
forth below is the comment of the Staff contained in the Staff’s letter dated
April 23, 2009 and verbally referenced by you in the telephone conversation on
June 22, 2009, and immediately below the comment is the response with respect
thereto.

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

1.         The second sentence of the fifth
paragraph states that to the extent that the Fund or the Adviser is able to
exert influence over the Fund’s portfolio companies, 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 companies to accelerate or defer
interest or other obligations owed to the Fund from one calendar quarter to
another under circumstances where accrual would not otherwise occur, such as
acceleration or deferral of the declaration of a dividend or the timing of a
voluntary redemption. Please describe in this section the circumstances under
which the Adviser could engage in this activity without breaching its fiduciary
duty to the Fund.

1.         The Fund has deleted the fifth and
sixth paragraphs of this section.

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
Registration Statement.  Please do not
hesitate to call me at (310) 284-4544.  In
addition, we would greatly appreciate any additional comments by facsimile to (310)
557-2193.

  Very truly
  yours,

  /s/ Monica J.
  Shilling

  Monica J.
  Shilling

Enclosures

  cc:

  Michael J. Arougheti, Ares Capital Corporation

  Michael D. Weiner, Ares Capital Corporation

  Michael A. Woronoff

CORRESP
1
filename1.htm

  BOCA RATON

  BOSTON

  LONDON

  NEW ORLEANS

  2049
  Century Park East

  NEW YORK

  Suite 3200

  NEWARK

  Los Angeles, CA
  90067-3206

  PARIS

  Telephone 310.557.2900

  SÃO PAULO

  Fax
  310.557.2193

  WASHINGTON

  Monica
  J. Shilling

  Member of the Firm

  Direct Dial 310.284.4544

  mshilling@proskauer.com

May 28, 2009

United States Securities and Exchange
Commission

Division of Investment Management

100 F Street, N.W.

Mail Stop 4720

Washington, D.C. 20549

Attention:  Christian T. Sandoe, Senior Counsel

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

Dear Mr. Sandoe:

Ares Capital Corporation (the “Fund”) has today
filed Amendment No. 1 to its registration statement filed on Form N-2
on March 25, 2009 (the “Registration Statement”).  The amendment sets forth the responses to the
comments of the Staff of the Division of Investment Management (the “Staff”)
contained in your letter dated April 23, 2009 relating to the
above-referenced filing.

Two copies of the amended filing, marked to show changes
from the Registration Statement, are enclosed for your convenience with the
hard copy of this letter.

Set forth below are the comments of the Staff
contained in the Staff’s letter and immediately below each comment is the
response with respect thereto and, where applicable, the location in the
relevant filing of the requested disclosure.
Responses to comments given in one section are applicable to other
sections of the Registration Statement that contain similar disclosure.

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 Repayment Under These
Facilities, Thereby. Materially and Adversely Affecting Our Liquidity,
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 operational covenants. Has the Fund determined its
compliance

May 28, 2009

Page 2

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.

1.         The
Fund has revised the disclosure on page 24 of the Registration Statement
to reflect that the Fund continues to be in compliance with the financial and
operational covenants of its Facilities (as defined in the Registration
Statement) as of the date of the prospectus that forms a part of the
Registration Statement.  In addition,
please see pages 64 and 65 of the Registration Statement in “Management’s
Discussion and Analysis of Financial Condition and Results of Operations,”
which describes the Fund’s continued compliance with the limitations and
requirements of the Fund’s CP Funding Facility and the JPM Revolving Facility
(each as defined in the Registration Statement).

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 the extent that the Fund or the Adviser is able to
exert influence over the Fund’s portfolio companies, 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 companies to accelerate or defer
interest or other obligations owed to the Fund from one calendar quarter to
another under circumstances where accrual would not otherwise occur, such as
acceleration or deferral of the declaration of a dividend or the timing of a
voluntary redemption. Please describe in this section the circumstances under
which the Adviser could engage in this activity without breaching its fiduciary
duty to the Fund.

2.         The
Fund notes that it received a similar comment from the Staff in the Staff’s
letter dated May 20, 2004 in connection with the Fund’s IPO.  In response to the comment, the Fund revised
the disclosure to make it clear that any such behavior would be subject to the
investment adviser’s fiduciary duty to the Fund.  In the Fund’s response letter to the SEC
dated September 16, 2004, the Fund noted that it would be a breach of the
investment adviser’s fiduciary duty to the Fund to the extent it induced any of
the Fund’s portfolio companies to engage in such activity solely for the
purpose of adjusting the incentive fees.
The Fund has therefore left the disclosure as drafted but is happy to discuss
any additional concerns that the Staff has with respect to the disclosure.

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.

3.         In the
last sentence of the first paragraph of page 43, the Fund indicates that
it anticipates that the net proceeds from any offering of securities pursuant
to the prospectus that is a part of the Registration Statement and the related
prospectus supplement will be invested within three months of such offering,
depending on the availability of appropriate investment opportunities

May 28, 2009

Page 3

consistent
with the Fund’s investment objective and strategies and market conditions. The
Fund has made this sentence a separate paragraph so that it is more prominent
and revised the language to indicate that the Fund anticipates that it will
invest substantially all of the net proceeds within no longer than six months
of any offering.

GENERAL
COMMENTS

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

4.         The
Fund acknowledges that where a comment is made in one location, it is
applicable to all similar disclosure appearing elsewhere in the Registration
Statement.

5.         We note that portions of the filing is incomplete. 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
information supplied supplementally, or on exhibits added in any pre-effective
amendments.

5.         The Fund acknowledges that the Staff may have additional comments on
the disclosures made in response to Staff comments, on information supplied in
this letter or otherwise supplementally or on any exhibits added in
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.

6.         The
Fund intends to omit information with respect to the following items from the
form of prospectus included with the registration statement that is declared
effective in reliance on 430C under the Securities Act:  public offering price, underwriting syndicate
(including any material relationships between the registrant and underwriters
not named therein), underwriting discounts or commissions, discounts or
commissions to dealers, amount of proceeds, conversion rates, call prices and
other items dependent upon the offering price, delivery dates and terms of
securities dependent upon the offering date.
The Fund has furnished the undertaking required by Item 34.4 of Form N-2
and will file the form of prospectus with the Commission pursuant to Rule 497
of the Securities Act of 1933.

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

7.         The
Fund has not submitted, and does not expect to submit, an exemptive application
or no-action request in connection with its Registration
Statement.

May 28, 2009

Page 4

8.         Response to this letter should be in
the form 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 supplemental letter and briefly state
the basis for your position.

8.         The
Fund notes that Amendment No. 1 to its Registration Statement filed on Form N-2
today and this letter dated May 28, 2009 set forth the Fund’s responses to
the Staff’s comments.

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.

9.         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 Registration Statement.
Please do not hesitate to call me at (310) 284-4544.  In addition, we would greatly appreciate any
additional comments by facsimile to (310) 557-2193.

Very
truly yours,

/s/
Monica J. Shilling

Monica
J. Shilling

Enclosures

  cc:

  Michael J. Arougheti, Ares Capital Corporation

  Michael D. Weiner, Ares Capital Corporation

  Michael A. Woronoff

CORRESP
1
filename1.htm

[PROSKAUER ROSE LLP LETTERHEAD]

March 9, 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:

Today
Ares Capital Corporation (the “Fund”) filed a definitive proxy statement.  Please note that the only changes from the
last draft submitted to you on March 2, 2009 are: (1) checking the
box marked “Definitive Proxy Statement” and deleting the check in the “Preliminary
Proxy Statement” box, (2) changing the mailing date from March 6 to March 9
and other resulting applicable date changes, (3) adding logos and
signatures where applicable, (4) correcting an arithmetic error in the
beneficial ownership table, (5) updating the dollar ranges of securities
beneficially owned by directors based on the March 2, 2009 closing sales
price and (6) adding closing sales price information as of March 2.  We are concurrently filing this letter via EDGAR
as a correspondence filing.

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.

As
always, thank you for your assistance and please do not hesitate to call me at
(310) 284-4544 with any questions.

  Very truly yours,

   /s/ Monica J. Shilling

  Monica J. Shilling

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

2

CORRESP
1
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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

CORRESP
1
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[PROSKAUER ROSE LLP LETTERHEAD]

February 24,
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:

In
a telephone conversation on February 10, 2009, you provided us with comments on the preliminary proxy statement filed by Ares Capital Corporation (the "Fund") on January 28, 2009. 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 3

1.You asked the Fund to identify itself in third person (i.e., "the Company") rather than in first person (i.e., "we,"
"us" or "our") in the first full paragraph on page 3 for purposes of clarity because the Fund is externally managed.

The
Fund has revised the paragraph on page 3 of the revised proxy statement as set forth below. In addition, the Fund has made corresponding changes to similar language throughout the proxy
statement.

"The
Company will bear the cost of solicitation of proxies in the form accompanying this statement. Proxies will be solicited by mail or by requesting brokers and other custodians, nominees and
fiduciaries to forward proxy soliciting material to the beneficial owners of shares of common stock held of record by such brokers, custodians, nominees and fiduciaries, each of whom the Company will
reimburse for its expenses in so doing. In addition to the use of mail, directors, officers and regular employees of the Company's investment adviser, without special compensation therefor, may
solicit proxies personally, by telephone and by electronic mail from stockholders."

 Proposal 3, page 20

2.You asked the Fund to revise the introductory paragraph of the Fund's proposal to sell or otherwise issue stock below NAV (Proposal
3) on page 20 of the preliminary proxy statement, for purposes of clarity.

The
Fund has revised the introductory paragraph of Proposal 3 on page 21 of the revised proxy statement to read as follows:

"The
Company is a closed-end investment company that has elected to be regulated as a business development company ("BDC") under the Investment Company Act. As a BDC, the Company is
generally prohibited from issuing its common stock at a price below net asset value per share ("NAV") unless it meets certain conditions, including obtaining stockholder approval."

 Proposal 3, page 23

3.You asked the Fund to clarify in the first full paragraph on page 23 what the time limit was for any stockholder approval of
the Fund's proposal to issue common stock below NAV.

The
Fund has added the following language to the end of the first full paragraph on page 24 of the revised proxy statement:

"If
approved, the authorization would be effective for securities issued during a period beginning on the date of such stockholder approval and expiring on the earlier of the anniversary of the date
of the Annual Meeting and the date of the Company's 2010 Annual Meeting of Stockholders, which is expected to be held in May 2010."

 Availability of Proxy Materials, page 33

4.You asked the Fund to confirm that the bracketed space appearing towards the end of page 33 was a placeholder for the URL
address for the internet availability of the proxy materials.

The
Fund confirms that the bracketed space appearing towards the end of page 34 of the revised proxy statement is a placeholder for the URL address for internet availability. The Fund has
revised the language to read as follows:

 Important Notice Regarding the Availability of Proxy Materials for the

Annual Meeting of Stockholders to be held on May 4, 2009

        The Notice of Annual Meeting, Proxy Statement and Annual Report on Form 10-K for the fiscal
year ended December 31, 2008 are available at http://materials.proxyvote.com/arcc.

 Additional Changes

        The Fund has made additional non-substantive changes to the proxy statement (i.e., filling in blanks, etc.) as well
as added the words "warrants or a" before each instance of "right to subscribe" in Proposal 4 to more closely track the language of the Investment Company Act of 1940. To aid your review, we have
filed a redlined version of the revised proxy statement in draft form as an exhibit to this correspondence filing.

        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 prior to the first week of March so that it
can mail that week.

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 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 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 [                        ]% 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 [                        ], for the following purposes:

1.To
elect two 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 [                        ]% 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
[                        ], 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 two 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 [                        ]% 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 dir

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

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Ares Capital Corporation

280 Park Avenue, 22nd Floor

Building East

New York, NY 10017

April 9,
2008

VIA EDGAR AND FACSIMILE

United
States Securities and Exchange Commission

Division of Investment Management

450 Fifth Street, N.W.

Washington, DC 20549

Re:    Registration
Statement No. 333-149139

Ladies
and Gentlemen:

Pursuant
to Rule 461(a) promulgated under the Securities Act of 1933, as amended, the undersigned registrant (the "Fund") hereby requests that the effective date of the above-referenced
Registration Statement be accelerated so that the same may become effective at 10:00 a.m. (Washington D.C. time) on April 11, 2008 or as soon as practicable thereafter.

The
Fund understands that:

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

        (b)   comments
of the Staff of the Division of Investment Management (the "Staff") 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.

Sincerely,

ARES CAPITAL CORPORATION

/s/  RICHARD S. DAVIS       Richard S. Davis

Chief Financial Officer

CORRESP
1
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[PROSKAUER ROSE LLP LETTERHEAD]

April 9,
2008

United
States Securities and Exchange Commission

Division of Investment Management

100 F Street, N.W.

Mail Stop 4720

Washington, D.C. 20549

Attention: Christian T. Sandoe, Senior Counsel

Re:Ares Capital Corporation (File No. 333-149139)

Dear
Mr. Sandoe:

        Ares
Capital Corporation (the "Fund") has today filed Amendment No. 2 to its registration statement on Form N-2 last filed on March 14, 2008 (the
"Registration Statement"). The amendment sets forth responses to questions we discussed on a telephone conversation on April 3, 2008 as well as additional information.

        Two
copies of the amended filing, marked to show changes from the Registration Statement filed on March 14, 2008, are enclosed for your convenience with the hard copy of this
letter.

        Set
forth below are written responses to your verbal comments.

        You asked the Fund to confirm that it would file any prospectus supplement to effect a rights offering (a "Rights Offering") pursuant to the Registration
Statement with the Securities and Exchange Commission
(the "Commission") using a post-effective amendment to the Registration Statement prior to any such offering.

        The
Fund confirms that it will file any prospectus supplement to effect a Rights Offering pursuant to the Registration Statement with the Commission using a post-effective
amendment to the Registration Statement prior to any such offering unless the Commission expressly tells the Fund that no such post-effective amendment is necessary.

        We
look forward to discussing with you any additional questions you may have regarding the Registration Statement. Please do not hesitate to call me at 310.284.4544. In addition, we
would greatly appreciate any additional written comments by facsimile to 310.557.2193.

Very truly yours,

/s/  MONICA J. SHILLING       Monica J. Shilling

Enclosures

cc:Michael
J. Arougheti, Ares Capital Corporation

Michael D. Weiner, Ares Capital Corporation

Michael A. Woronoff

CORRESP
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Ares Capital Corporation

280 Park Avenue, 22nd Floor

Building East

New York, NY 10017

March 21,
2008

VIA EDGAR AND FACSIMILE

United
States Securities and Exchange Commission

Division of Investment Management

450 Fifth Street, N.W.

Washington, DC 20549

Re:Registration Statement No. 333-149109

Ladies
and Gentlemen:

        Pursuant
to Rule 461(a) promulgated under the Securities Act of 1933, as amended, the undersigned registrant (the "Fund") hereby requests that the effective date of the
above-referenced Registration Statement be accelerated so that the same may become effective at 9:00 a.m. (Washington D.C. time) on March 24, 2008 or as soon as practicable thereafter.

        The
Fund understands that:

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

        (b)   comments
of the Staff of the Division of Investment Management (the "Staff") 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.

Sincerely,

ARES CAPITAL CORPORATION

/s/ Richard S. Davis Richard S. Davis

Chief Financial Officer