<PAGE>   1

As filed with the Securities and Exchange Commission on March 21, 1997
                                                      Registration No. 333-
                                                                           -----


                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                    FORM S-8
            REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                       Allied Capital Lending Corporation
             (Exact name of registrant as specified in its charter)
    
          Maryland                                        52-1081052
-------------------------------             ------------------------------------
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
 incorporation or organization)

       1666 K Street, N.W.
         Washington, D.C.                                    20006
----------------------------------------    ------------------------------------
(Address of principal executive offices)                   (Zip Code)

             Allied Capital Lending Corporation  Stock Option Plan
                            (Full title of the plan)

                              Katherine C. Marien
                       c/o Allied Capital Advisers, Inc.
                              1666 K Street, N.W.
                             Washington, D.C. 20006
                    (Name and address of agent for service)
                                 (202) 331-1112
         (Telephone number, including area code, of agent for service)

                        Calculation of Registration Fee

<TABLE>
<CAPTION>
==========================================================================================================
                                               Proposed              Proposed
       Title of           Amount to             Maximum              Maximum                 Amount of
   Securities to be     be Registered     Offering Price Per    Aggregate Offering       Registration Fee
      Registered                                 Unit                 Price
----------------------------------------------------------------------------------------------------------
  <S>                      <C>                    <C>                <C>                    <C>
  common stock             504,860                16                 8,077,760*             $2,447.81
==========================================================================================================
</TABLE>

*Included solely for the purpose of calculating the registration fee.  Such
estimate has been calculated in accordance with Rule 457(h) and Rule 457(c)
under the Securities Act of 1933 and is based upon the average of the high and
low price per share of Allied Capital Lending Corporation Common Stock on the
Nasdaq National Market System on March 18, 1997.

In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
Registration Statement also covers an indeterminate amount of interests to be
offered or sold pursuant to the employee benefit plan(s) described herein.
<PAGE>   2


                                    PART II

Form S-8.

Item 3.  Incorporation of Documents by Reference

         The Registrant, Allied Capital Lending Corporation (the "Company"),
and the Allied Capital Lending Corporation  Stock Option Plan (the "Plan")
incorporate herein by reference the documents listed in (a) through (c) below:

         (a)     The Company's Annual Report on Form 10-K filed pursuant to
                 Section 13(a) or 15(d) of the Securities Exchange Act of 1934,
                 as amended (the "1934 Act") for the fiscal year ended December
                 31, 1995 and the Plan's Annual Report on Form 11-K for the
                 fiscal year ended December 31, 1996;

         (b)     All other reports of the Company and the Plan filed pursuant
                 to Section 13(a) or 15(d) of the 1934 Act since December 31,
                 1995; and

         (c)     The description of the Company's common stock contained in the
                 registration statement on Form 8-A filed by the Company on
                 November 12, 1993.

         All reports and documents subsequently filed with the Securities and
Exchange Commission (the "Commission") by the Company and the Plan subsequent
to the date of this registration statement pursuant to Section 13(a), 13(c), 14
and 15(d) of the 1934 Act prior to the filing of a post-effective amendment
which indicates that all securities offered have been sold or which deregisters
all securities then remaining unsold, shall be deemed to be incorporated by
reference into this Registration Statement and to be part hereof from the date
of filing of those documents.  The Company will deliver without charge, upon
written or oral request, a copy of any and all information that is incorporated
herein by reference.  Such request should be made to Suzanne Sparrow.

Item 4.  Description of Securities

         The securities being registered are shares of the Company's common
stock.

Item 5.  Interests of Named Experts and Counsel

         Not applicable.

Item 6. Indemnification of Directors and Officers

         The corporation law of the State of Maryland, under which the Company
is incorporated, permits the charter of a Maryland corporation to include a
provision limiting the liability of its directors and officers to the 
corporation and its stockholders for money damages, subject to specified 
restrictions.  The law does not, however, allow the liability of directors 
and officers to a corporation or its stockholders to be limited to the extent 
that: (1) it is proved that the person actually received an improper benefit 
or profit from the transactions or matter at issue; (2) a judgment or other 
final adjudication is entered in a proceeding based on a





                                     - 2 -
<PAGE>   3
finding that the person's action, or failure to act, was the result of active
and deliberate dishonesty and was material to the cause of action adjudicated
in the proceeding.  The Articles of Incorporation of the Company contain a
provision limiting the liability of its directors and officers to the Company
and its shareholders to the fullest extent permitted from time to time by the
laws of Maryland.

         The Maryland corporation law also permits a corporation to indemnify
its directors and officers, among others, against judgments, penalties, fines,
settlements and reasonable expenses actually incurred by them in connection
with any proceeding to which they have been or may be made a party by reason of
their service in those or other capacities unless it is established that the
act or omissions of the director or officer was material to the matter giving
rise to the proceeding and was committed in bad faith or was the result of
active and deliberate dishonesty, or the director or officer actually received
an improper personal benefit, or, in the case of any criminal proceeding, the
director or officer had reasonable cause to believe that the act or omission
was unlawful.  The Company's Articles of Incorporation require the Company to
indemnify its directors and officers to the fullest extent permitted from time
to time by the laws of Maryland.

Item 7.  Exemption from Registration Claimed

         Not applicable.

Item 8.  Exhibits

         See Exhibit Index.

Item 9.  Undertakings

         (a)     Rule 415 Offering.  The undersigned registrant hereby
                 undertakes:

                 (1)      To file, during any period in which offers or sales
                          are being made, a post-effective amendment to this
                          registration statement:

                          (i)     To include any prospectus required by section
                                  10(a)(3) of the Securities Act of 1933;

                          (ii)    To reflect in the prospectus any facts or
                                  events arising after the effective date of
                                  the registration statement (or the most
                                  recent post-effective amendment thereof)
                                  which, individually or in the aggregate,
                                  represent a fundamental change in the
                                  information set forth in the registration
                                  statement; and

                          (iii)   To include any material information with
                                  respect to the plan of distribution not
                                  previously disclosed in the registration
                                  statement or any material change to such
                                  information in the registration statement;

                          provided, however, that paragraphs (a)(1)(i) and
                          (a)(1)(ii) do not apply if the information required
                          to be included in a post-effective amendment by those
                          paragraphs is contained in periodic reports filed or
                          furnished to the Commission by





                                     - 3 -
<PAGE>   4
                          the registrant pursuant to Section 13 or 15(d) of the
                          Securities Exchange Act of 1934 that are incorporated
                          by reference in the registration statement.

                 (2)      That, for the purpose of determining any liability
                          under the Securities Act of 1933, each such
                          post-effective amendment shall be deemed to be a new
                          registration statement relating to the securities
                          offered therein, and the offering of such securities
                          at that time shall be deemed to be the initial bona
                          fide offering thereof.

                 (3)      To remove from registration by means of a
                          post-effective amendment any of the securities being
                          registered which remain unsold at the termination of
                          the offering.

         (b)     The undersigned registrant hereby undertakes that, for
                 purposes of determining any liability under the Securities Act
                 of 1933, each filing of the registrant's annual report
                 pursuant to Section 13(a) or 15(d) of the Securities Exchange
                 Act of 1934 (and each filing of the Plan's annual report
                 pursuant to section 15(d) of the Securities Exchange Act of
                 1934) that is incorporated by reference in the registration
                 statement shall be deemed to be a new registration statement
                 relating to the securities offered therein, and the offering
                 of such securities at that time shall be deemed to be the
                 initial bona fide offering thereof.

         (h)     Insofar as indemnification for liabilities arising under the
                 Securities Act of 1933 may be permitted to directors, officers
                 and controlling persons of the registrant pursuant to the
                 foregoing provisions, or otherwise, the registrant has been
                 advised that in the opinion of the Securities and Exchange
                 Commission such indemnification is against public policy as
                 expressed in the Act and is, therefore, unenforceable. In the
                 event that a claim for indemnification against such
                 liabilities (other than the payment by the registrant of
                 expenses incurred or paid by a director, officer or
                 controlling person of the registrant in the successful defense
                 of any action, suit or proceeding) is asserted by such
                 director, officer or controlling person in connection with the
                 securities being registered, the registrant will, unless in
                 the opinion of its counsel the matter has been settled by
                 controlling precedent, submit to a court of appropriate
                 jurisdiction the question whether such indemnification by it
                 is against public policy as expressed in the Act and will be
                 governed by the final adjudication of such issue.

                               POWERS OF ATTORNEY

         LET IT BE KNOWN that each officer or director whose signature appears
in paragraph (b) under "SIGNATURES" below appoints Jon A. DeLuca and Katherine
C. Marien, jointly and severally, his/her attorneys-in-fact, with power of
substitution, for him/her in all capacities, to sign amendments and
post-effective amendments to the Registration Statement of the Allied Capital
Lending Corporation  Stock Option Plan and to file such amendments with
exhibits with the Securities and Exchange Commission, hereby ratifying all that
each attorney-in-fact may do or cause to be done by virtue of this power.





                                     - 4 -
<PAGE>   5
                                   SIGNATURES

         (a)  THE REGISTRANT.  Pursuant to the requirements of the Securities
Act of 1933, the Registrant certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-8 and has duly
caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Washington, District of
Columbia, on the 18th day of March, 1997.

                                  ALLIED CAPITAL LENDING CORPORATION
                                  
                                  By: /s/Katherine C. Marien     
                                      --------------------------
                                      Name:  Katherine C. Marien
                                      Title: President

         (b)  Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.

<TABLE>
<S>                                        <C>                                <C>
 /s/William L. Walton                      Chairman and                       March 18, 1997
---------------------------------          Chief Executive Officer                          
    William L. Walton                      (Principal Executive Officer) 
                                                                         
 /s/Katherine C. Marien                    Director, President, and           March 18, 1997
---------------------------------          Chief Operating Officer                          
    Katherine C. Marien                                           

 /s/Jon W. Barker                          Director                           March 18, 1997
---------------------------------                                                           
    Jon W. Barker

 /s/Eleanor Deane Bierbower                Director                           March 18, 1997
---------------------------------                                                           
    Eleanor Deane Bierbower

 /s/Robert V. Fleming II                   Director                           March 18, 1997
---------------------------------                                                           
    Robert V. Fleming II

 /s/Arthur H. Keeney III                   Director                           March 18, 1997
---------------------------------                                                           
    Arthur H. Keeney III

 /s/Anthony T. Garcia                      Director                           March 18, 1997
---------------------------------                                                           
    Anthony T. Garcia

 /s/                                       Director                           ____________
---------------------------------                                                         
    Robin B. Martin

 /s/George C. Williams                     Director                           March 18, 1997
---------------------------------                                                           
    George C. Williams

 /s/Jon A. DeLuca                          Executive Vice President           March 18, 1997
---------------------------------          and Chief Financial                     
    Jon A. DeLuca                          Officer (Principal               
                                           Financial and Accounting Officer)
</TABLE>





                                     - 5 -
<PAGE>   6
                                   SIGNATURES

         THE PLAN.  Pursuant to the requirements of the Securities Act of 1933,
the Compensation Committee of the Company's Board of Directors has duly caused
this Registration Statement to be signed by the undersigned on behalf of the
Allied Capital Lending Corporation  Stock Option Plan, thereunto duly
authorized in the City of Washington, District of Columbia, on the 18th day of
March, 1997.

                             Allied Capital Lending Corporation
                             Stock Option Plan
                             
                             
                             By: /s/Eleanor Deane Bierbower
                                ------------------------------------------------
                             Eleanor Deane Bierhower, Chairman of Allied Capital
                             Lending Corporation Compensation Committee





                                     - 6 -
<PAGE>   7

                                 EXHIBIT INDEX

<TABLE>
<CAPTION>
  Exhibit Number             Exhibit Name
                             
         <S>                 <C>
         4                   Allied Capital Lending Corporation Stock Option Plan
                             
         5                   Opinion of Sutherland, Asbill & Brennan, L.L.P.
                             
         15                  Omitted -- Not applicable
                             
         23                  (a)  Consent of Matthews, Carter and Boyce P.C.
                             (b)  Consent of Counsel -- See Exhibit 5.
                             
         24                  Powers of Attorney
                             These documents form part of the
                             Signature Pages.
</TABLE>





                                     - 7 -
[{"type": "S-8", "sequence": "1", "description": "FORM S-8 FOR ALLIED CAPITAL LENDING CORPORATION", "secsgml_size_bytes": 18747}]
{"company-data": {"conformed-name": "ALLIED CAPITAL LENDING CORP", "cik": "0000003906", "assigned-sic": "", "irs-number": "521081052", "state-of-incorporation": "MD", "fiscal-year-end": "0331"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-23761", "film-number": "97560569"}, "business-address": {"street1": "1666 K ST NW STE 901", "city": "WASHINGTON", "state": "DC", "zip": "20006", "phone": "2023311112"}, "mail-address": {"street2": "1666 K STREET NW", "city": "WASHINGTON", "state": "DC", "zip": "20006"}, "former-company": {"former-conformed-name": "ALLIED LENDING CORP", "date-changed": "19920703"}}
1

As filed with the Securities and Exchange Commission on March 21, 1997
                                                      Registration No. 333-
                                                                           -----

                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                    FORM S-8
            REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                       Allied Capital Lending Corporation
             (Exact name of registrant as specified in its charter)
    
          Maryland                                        52-1081052
-------------------------------             ------------------------------------
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
 incorporation or organization)

       1666 K Street, N.W.
         Washington, D.C.                                    20006
----------------------------------------    ------------------------------------
(Address of principal executive offices)                   (Zip Code)

             Allied Capital Lending Corporation  Stock Option Plan
                            (Full title of the plan)

                              Katherine C. Marien
                       c/o Allied Capital Advisers, Inc.
                              1666 K Street, N.W.
                             Washington, D.C. 20006
                    (Name and address of agent for service)
                                 (202) 331-1112
         (Telephone number, including area code, of agent for service)

                        Calculation of Registration Fee
==========================================================================================================
                                               Proposed              Proposed
       Title of           Amount to             Maximum              Maximum                 Amount of
   Securities to be     be Registered     Offering Price Per    Aggregate Offering       Registration Fee
      Registered                                 Unit                 Price
----------------------------------------------------------------------------------------------------------
common stock             504,860                16                 8,077,760*             $2,447.81
==========================================================================================================
*Included solely for the purpose of calculating the registration fee.  Such
estimate has been calculated in accordance with Rule 457(h) and Rule 457(c)
under the Securities Act of 1933 and is based upon the average of the high and
low price per share of Allied Capital Lending Corporation Common Stock on the
Nasdaq National Market System on March 18, 1997.

In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
Registration Statement also covers an indeterminate amount of interests to be
offered or sold pursuant to the employee benefit plan(s) described herein.
2

                                    PART II

Form S-8.

Item 3.  Incorporation of Documents by Reference

         The Registrant, Allied Capital Lending Corporation (the "Company"),
and the Allied Capital Lending Corporation  Stock Option Plan (the "Plan")
incorporate herein by reference the documents listed in (a) through (c) below:

         (a)     The Company's Annual Report on Form 10-K filed pursuant to
                 Section 13(a) or 15(d) of the Securities Exchange Act of 1934,
                 as amended (the "1934 Act") for the fiscal year ended December
                 31, 1995 and the Plan's Annual Report on Form 11-K for the
                 fiscal year ended December 31, 1996;

         (b)     All other reports of the Company and the Plan filed pursuant
                 to Section 13(a) or 15(d) of the 1934 Act since December 31,
                 1995; and

         (c)     The description of the Company's common stock contained in the
                 registration statement on Form 8-A filed by the Company on
                 November 12, 1993.

         All reports and documents subsequently filed with the Securities and
Exchange Commission (the "Commission") by the Company and the Plan subsequent
to the date of this registration statement pursuant to Section 13(a), 13(c), 14
and 15(d) of the 1934 Act prior to the filing of a post-effective amendment
which indicates that all securities offered have been sold or which deregisters
all securities then remaining unsold, shall be deemed to be incorporated by
reference into this Registration Statement and to be part hereof from the date
of filing of those documents.  The Company will deliver without charge, upon
written or oral request, a copy of any and all information that is incorporated
herein by reference.  Such request should be made to Suzanne Sparrow.

Item 4.  Description of Securities

         The securities being registered are shares of the Company's common
stock.

Item 5.  Interests of Named Experts and Counsel

         Not applicable.

Item 6. Indemnification of Directors and Officers

         The corporation law of the State of Maryland, under which the Company
is incorporated, permits the charter of a Maryland corporation to include a
provision limiting the liability of its directors and officers to the 
corporation and its stockholders for money damages, subject to specified 
restrictions.  The law does not, however, allow the liability of directors 
and officers to a corporation or its stockholders to be limited to the extent 
that: (1) it is proved that the person actually received an improper benefit 
or profit from the transactions or matter at issue; (2) a judgment or other 
final adjudication is entered in a proceeding based on a

                                     - 2 -
3
finding that the person's action, or failure to act, was the result of active
and deliberate dishonesty and was material to the cause of action adjudicated
in the proceeding.  The Articles of Incorporation of the Company contain a
provision limiting the liability of its directors and officers to the Company
and its shareholders to the fullest extent permitted from time to time by the
laws of Maryland.

         The Maryland corporation law also permits a corporation to indemnify
its directors and officers, among others, against judgments, penalties, fines,
settlements and reasonable expenses actually incurred by them in connection
with any proceeding to which they have been or may be made a party by reason of
their service in those or other capacities unless it is established that the
act or omissions of the director or officer was material to the matter giving
rise to the proceeding and was committed in bad faith or was the result of
active and deliberate dishonesty, or the director or officer actually received
an improper personal benefit, or, in the case of any criminal proceeding, the
director or officer had reasonable cause to believe that the act or omission
was unlawful.  The Company's Articles of Incorporation require the Company to
indemnify its directors and officers to the fullest extent permitted from time
to time by the laws of Maryland.

Item 7.  Exemption from Registration Claimed

         Not applicable.

Item 8.  Exhibits

         See Exhibit Index.

Item 9.  Undertakings

         (a)     Rule 415 Offering.  The undersigned registrant hereby
                 undertakes:

                 (1)      To file, during any period in which offers or sales
                          are being made, a post-effective amendment to this
                          registration statement:

                          (i)     To include any prospectus required by section
                                  10(a)(3) of the Securities Act of 1933;

                          (ii)    To reflect in the prospectus any facts or
                                  events arising after the effective date of
                                  the registration statement (or the most
                                  recent post-effective amendment thereof)
                                  which, individually or in the aggregate,
                                  represent a fundamental change in the
                                  information set forth in the registration
                                  statement; and

                          (iii)   To include any material information with
                                  respect to the plan of distribution not
                                  previously disclosed in the registration
                                  statement or any material change to such
                                  information in the registration statement;

                          provided, however, that paragraphs (a)(1)(i) and
                          (a)(1)(ii) do not apply if the information required
                          to be included in a post-effective amendment by those
                          paragraphs is contained in periodic reports filed or
                          furnished to the Commission by

                                     - 3 -
4
                          the registrant pursuant to Section 13 or 15(d) of the
                          Securities Exchange Act of 1934 that are incorporated
                          by reference in the registration statement.

                 (2)      That, for the purpose of determining any liability
                          under the Securities Act of 1933, each such
                          post-effective amendment shall be deemed to be a new
                          registration statement relating to the securities
                          offered therein, and the offering of such securities
                          at that time shall be deemed to be the initial bona
                          fide offering thereof.

                 (3)      To remove from registration by means of a
                          post-effective amendment any of the securities being
                          registered which remain unsold at the termination of
                          the offering.

         (b)     The undersigned registrant hereby undertakes that, for
                 purposes of determining any liability under the Securities Act
                 of 1933, each filing of the registrant's annual report
                 pursuant to Section 13(a) or 15(d) of the Securities Exchange
                 Act of 1934 (and each filing of the Plan's annual report
                 pursuant to section 15(d) of the Securities Exchange Act of
                 1934) that is incorporated by reference in the registration
                 statement shall be deemed to be a new registration statement
                 relating to the securities offered therein, and the offering
                 of such securities at that time shall be deemed to be the
                 initial bona fide offering thereof.

         (h)     Insofar as indemnification for liabilities arising under the
                 Securities Act of 1933 may be permitted to directors, officers
                 and controlling persons of the registrant pursuant to the
                 foregoing provisions, or otherwise, the registrant has been
                 advised that in the opinion of the Securities and Exchange
                 Commission such indemnification is against public policy as
                 expressed in the Act and is, therefore, unenforceable. In the
                 event that a claim for indemnification against such
                 liabilities (other than the payment by the registrant of
                 expenses incurred or paid by a director, officer or
                 controlling person of the registrant in the successful defense
                 of any action, suit or proceeding) is asserted by such
                 director, officer or controlling person in connection with the
                 securities being registered, the registrant will, unless in
                 the opinion of its counsel the matter has been settled by
                 controlling precedent, submit to a court of appropriate
                 jurisdiction the question whether such indemnification by it
                 is against public policy as expressed in the Act and will be
                 governed by the final adjudication of such issue.

                               POWERS OF ATTORNEY

         LET IT BE KNOWN that each officer or director whose signature appears
in paragraph (b) under "SIGNATURES" below appoints Jon A. DeLuca and Katherine
C. Marien, jointly and severally, his/her attorneys-in-fact, with power of
substitution, for him/her in all capacities, to sign amendments and
post-effective amendments to the Registration Statement of the Allied Capital
Lending Corporation  Stock Option Plan and to file such amendments with
exhibits with the Securities and Exchange Commission, hereby ratifying all that
each attorney-in-fact may do or cause to be done by virtue of this power.

                                     - 4 -
5
                                   SIGNATURES

         (a)  THE REGISTRANT.  Pursuant to the requirements of the Securities
Act of 1933, the Registrant certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-8 and has duly
caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Washington, District of
Columbia, on the 18th day of March, 1997.

                                  ALLIED CAPITAL LENDING CORPORATION
                                  
                                  By: /s/Katherine C. Marien     
                                      --------------------------
                                      Name:  Katherine C. Marien
                                      Title: President

         (b)  Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.
/s/William L. Walton                      Chairman and                       March 18, 1997
---------------------------------          Chief Executive Officer                          
    William L. Walton                      (Principal Executive Officer) 
                                                                         
 /s/Katherine C. Marien                    Director, President, and           March 18, 1997
---------------------------------          Chief Operating Officer                          
    Katherine C. Marien                                           

 /s/Jon W. Barker                          Director                           March 18, 1997
---------------------------------                                                           
    Jon W. Barker

 /s/Eleanor Deane Bierbower                Director                           March 18, 1997
---------------------------------                                                           
    Eleanor Deane Bierbower

 /s/Robert V. Fleming II                   Director                           March 18, 1997
---------------------------------                                                           
    Robert V. Fleming II

 /s/Arthur H. Keeney III                   Director                           March 18, 1997
---------------------------------                                                           
    Arthur H. Keeney III

 /s/Anthony T. Garcia                      Director                           March 18, 1997
---------------------------------                                                           
    Anthony T. Garcia

 /s/                                       Director                           ____________
---------------------------------                                                         
    Robin B. Martin

 /s/George C. Williams                     Director                           March 18, 1997
---------------------------------                                                           
    George C. Williams

 /s/Jon A. DeLuca                          Executive Vice President           March 18, 1997
---------------------------------          and Chief Financial                     
    Jon A. DeLuca                          Officer (Principal               
                                           Financial and Accounting Officer)
- 5 -
6
                                   SIGNATURES

         THE PLAN.  Pursuant to the requirements of the Securities Act of 1933,
the Compensation Committee of the Company's Board of Directors has duly caused
this Registration Statement to be signed by the undersigned on behalf of the
Allied Capital Lending Corporation  Stock Option Plan, thereunto duly
authorized in the City of Washington, District of Columbia, on the 18th day of
March, 1997.

                             Allied Capital Lending Corporation
                             Stock Option Plan
                             
                             
                             By: /s/Eleanor Deane Bierbower
                                ------------------------------------------------
                             Eleanor Deane Bierhower, Chairman of Allied Capital
                             Lending Corporation Compensation Committee

                                     - 6 -
7

                                 EXHIBIT INDEX
Exhibit Number             Exhibit Name
4                   Allied Capital Lending Corporation Stock Option Plan
                             
         5                   Opinion of Sutherland, Asbill & Brennan, L.L.P.
                             
         15                  Omitted -- Not applicable
                             
         23                  (a)  Consent of Matthews, Carter and Boyce P.C.
                             (b)  Consent of Counsel -- See Exhibit 5.
                             
         24                  Powers of Attorney
                             These documents form part of the
                             Signature Pages.
- 7 -