UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): March 226, 2010

Allied Capital Corporation
__________________________________________
(Exact name of registrant as specified in its charter)


Maryland	0-22832	52-1081052
_____________________ (State or other jurisdiction	_____________ (Commission	______________ (I.R.S. Employer
of incorporation)	File Number)	Identification No.)

1919 Pennsylvania Avenue, N.W., Washington, District of Columbia		20006
_________________________________ (Address of principal executive offices)		___________ (Zip Code)


Registrant’s telephone number, including area code:		202 721-6100

Not Applicable
______________________________________________
Former name or former address, if changed since last report

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[  ]  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[  ]  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[  ]  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[  ]  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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Item 15.0107 ~~Entry~~Submission ~~into~~of Matters to a ~~Material~~Vote ~~Definitive~~of ~~Agreement~~Security Holders.

~~On March 2, 2010,~~ Allied Capital Corporation (~~"Allied~~the ~~Capital~~"Company") ~~entered~~held ~~into~~a ~~Amendment~~Special ~~No.~~Meeting ~~1 to the Second Amended and Restated Credit Agreement dated as~~ of ~~January~~Stockholders ~~29, 2010~~ (the "~~Amendment~~Meeting")~~. Pursuant~~ toon ~~the Amendment~~Friday, ~~Allied~~March ~~Capital~~26, is2010 ~~permitted~~at to10:00 ~~declare~~ a.m. ~~one-time~~Eastern ~~special~~Time ~~cash~~at ~~dividend~~the ~~upon~~offices ~~approval~~ of ~~the~~Sutherland ~~merger~~Asbill ~~between~~& ~~Allied~~Brennan ~~Capital~~LLP, ~~and~~1275 ~~Ares~~Pennsylvania ~~Capital~~Avenue, ~~Corporation~~N.W., ~~("Ares~~Washington, ~~Capital")~~D.C.At ~~in accordance with~~ the ~~Agreement~~close ~~and Plan~~ of ~~Merger~~business ~~dated~~on asFebruary ~~of October 26~~2, ~~2009~~2010, ~~among~~the ~~Ares~~record ~~Capital,~~date ~~ARCC~~for ~~Odyssey Corp. and Allied Capital (~~the ~~"Merger")~~determination byof ~~the~~shareholders ~~affirmative~~entitled to vote ofat the ~~holders~~Meeting, ofthere ~~two-thirds~~were of179,940,040 ~~the outstanding~~ shares of ~~Allied~~the ~~Capital~~Company’s common stock, soeach ~~long~~share asbeing noentitled ~~default~~to orone ~~event~~vote, ofconstituting ~~default~~all ~~has~~of ~~occurred and is continuing or would result from~~ the ~~declaration~~outstanding ~~and~~voting ~~payment~~securities of the ~~special dividend~~Company. ~~Pursuant~~The toresults ~~the Amendment, the payment~~ of the ~~special~~voting ~~dividend is contingent on the consummation~~ of ~~the~~each ~~Merger~~such ~~and~~matter ~~may~~are ~~not~~described ~~exceed the lesser of $0~~below.~~20 per share or $40 million~~1.In A ~~addition,~~proposal ~~the Amendment makes modifications~~ to ~~certain~~approve of the ~~mandatory~~merger ~~repayment~~of ~~requirements~~ARCC ~~under~~Odyssey ~~the senior secured term loan (the "Term Loan")~~Corp. ~~The~~, ~~Amendment~~a ~~requires~~wholly ~~the~~owned ~~use~~subsidiary of aAres ~~minimum~~Capital ~~of 75%~~Corporation, anor ~~increase~~"Ares ~~from 56%~~Capital," ofwith ~~all~~and ~~net~~into ~~cash~~Allied ~~proceeds~~Capital ~~from asset dispositions, subject to certain conditions~~ and ~~exclusions,~~ to beapprove ~~used to repay~~ the ~~Term~~Agreement ~~Loan~~and ~~prior~~Plan ~~to the consummation~~ of ~~the~~ Merger~~. Prior to the Amendment~~, ~~Allied~~as ~~Capital~~such ~~was~~agreement ~~required~~may tobe ~~use~~amended ~~100%~~from oftime ~~available~~to ~~cash~~time, inor ~~excess of a $125 million cash floor at any month end (~~the "~~Cash~~merger ~~Floor~~agreement,") todated ~~repay~~as ~~the~~of ~~Term~~October ~~Loan~~26, ~~and~~2009, onamong ~~April~~Allied 30Capital, ~~2010,~~Ares ~~the~~Capital ~~Cash~~and ~~Floor~~ARCC ~~decreases~~Odyssey ~~to $100 million~~Corp. In ~~addition,~~This ~~the~~item ~~Amendment~~was ~~also~~approved. Votes ~~includes~~were acast ~~new~~as ~~prepayment provision~~follows: FOR: 131,707,127 AGAINST:5,353,762ABSTAIN:1,152,7072. A ~~which~~proposal ~~requires Allied Capital~~ to ~~use~~approve ~~75%~~the ofadjournment ~~principal collections (other than net cash proceeds from asset dispositions) received as~~ of the ~~15th~~Allied ~~and~~Capital ~~last~~special ~~day~~meeting, ofif ~~each~~necessary ~~month~~or ~~to repay the Term Loan~~appropriate, ~~beginning~~to ~~with~~solicit ~~the~~additional ~~period~~proxies ~~from~~if ~~March~~there 1,are ~~2010~~not tosufficient ~~March~~votes ~~15,~~at ~~2010. Upon~~the ~~consummation~~time of the ~~Merger,~~Allied ~~the~~Capital ~~Cash~~special ~~Floor~~meeting ~~decreases~~ to $0approve ~~and~~ the ~~percentage~~foregoing ofproposal. This ~~principal~~item ~~collections~~was ~~and~~approved. Votes ~~net~~were ~~cash~~cast ~~proceeds~~as ~~from asset dispositions required to repay the Term Loan increases to 100%.~~follows:FOR:125,922,741 AGAINST:10,937,758ABSTAIN:1,353,097

Item 8.01 Other Events.

On March 326, 2010, ~~Allied~~the ~~Capital~~Company ~~announced~~issued ~~its intention to declare~~ a ~~special~~press ~~dividend~~release ~~(the "Special Dividend") of $0.20 per share to Allied Capital stockholders in connection~~ with the ~~Merger.~~results ~~On the date the Merger is approved by the affirmative vote~~ of the holders of two-thirds of the outstanding shares of Allied Capital common stock, Allied Capital’s Board of Directors intends to declare the Special Dividend to Allied Capital stockholders of record on such date. Allied Capital will hold its Special Meeting ~~to vote on the Merger and the merger agreement on March 26, 2010~~. The ~~Special~~press ~~Dividend~~release ~~would~~is beattached ~~funded upon the closing of the merger transaction. In connection with this dividend, on March 2, 2010, pursuant to the Agreement and Plan of Merger, dated~~ as ofExhibit ~~October 26, 2009 (the "Merger Agreement"), among Ares Capital, Allied Capital and ARCC Odyssey Corp~~99.~~, a wholly owned subsidiary of Ares Capital, Ares Capital consented (the "Consent") to (~~1) ~~Allied Capital declaring a dividend, to be paid in cash in an amount equal to $0~~hereto.20 per share, to stockholders of record of Allied Capital as of the date of the special meeting of stockholders at which the Merger shall have been approved by the affirmative vote of the holders of two-thirds of the shares of Allied Capital outstanding common stock (such date, the "Record Date"), such dividend to be paid after the Closing (as defined in the Merger Agreement) of the Merger, (2) establishing the Record Date and (3) funding the payment of the Special Dividend to the dividend paying agent on the Closing Date (as defined in the Merger Agreement) with instructions to disburse such amounts to Allied Capital stockholders as of the Record Date as promptly as practicable after the Effective Time (as defined in the Merger Agreement).

Item 9.01 Financial Statements and Exhibits.

(a) Not applicable.(b) Not applicable.(c) Not applicable.(d) Exhibits Exhibit No. Description ~~10.1 Amendment No. 1 dated as of March 2, 2010 to the Second Amended and Restated Credit Agreement dated as of January 29, 2010.10.2 Consent to Special Dividend, dated March 2, 2010.~~99.1 Press release dated March 326, 2010.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	Allied Capital Corporation
March 8, 2010	By:	Penni F. Roll
March 30, 2010	By:	Penni F. Roll
		Name: Penni F. Roll
		Title: Chief Financial Officer

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Exhibit Index

Exhibit No.		Description
10.1		Amendment No. 1 dated as of March 2, 2010 to the Second Amended and Restated Credit Agreement dated as of January 29, 2010.
99.1		Press Release dated March 26, 2010.
10.2		Consent to Special Dividend, dated March 2, 2010.
99.1		Press release dated March 3, 2010.

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