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<P align="center" style="font-size: 10pt">As filed with the
Securities and Exchange Commission on December 30, 2005



<P align="right" style="font-size: 10pt">Registration No.&nbsp;333-____



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<P align="center" style="font-size: 14pt"><B>UNITED STATES<BR>
SECURITIES AND EXCHANGE COMMISSION</B>

<DIV align="center" style="font-size: 12pt"><B>WASHINGTON, D.C. 20549</B>
</DIV>

<P align="center" style="font-size: 18pt"><B>FORM S-8</B>


<P align="center" style="font-size: 12pt"><B>REGISTRATION STATEMENT<BR>
UNDER<BR>
THE SECURITIES ACT OF 1933</B>


<P align="center" style="font-size: 24pt"><B>ALLIED CAPITAL CORPORATION</B>

<DIV align="center" style="font-size: 10pt"><B>(Exact name of registrant as specified in its charter)</B></DIV>


<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="31%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="31%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="31%">&nbsp;</TD>
</TR>
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<!-- Begin Table Body -->
<TR valign="bottom">
    <TD align="center" valign="top"><B>Maryland</B>
</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top"><B>52-1081052</B></TD>
</TR>

<TR valign="bottom">
    <TD align="center" valign="top"><B>(State or other jurisdiction<BR>
of incorporation or<BR>
organization)</B>
</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top"><B>(I.R.S. Employer<BR>
Identification No.)</B></TD>
</TR>

<TR valign="bottom">
    <TD align="center" valign="top">
</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top"><B>1919 Pennsylvania Avenue, N.W.<BR>
Washington, D.C. 20006<BR>
(202)&nbsp;331-1112<BR>
(Address and telephone number of<BR>
registrant&#146;s principal executive offices)</B></TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">&nbsp;</TD>
</TR>

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</TABLE>
</DIV>



<P align="center" style="font-size: 10pt"><B>THE 2005 ALLIED CAPITAL CORPORATION</B>


<DIV align="center" style="font-size: 10pt"><B>NON-QUALIFIED DEFERRED COMPENSATION PLAN II</B></DIV>


<DIV align="center" style="font-size: 10pt"><B>(Full title of the plan)</B></DIV>


<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
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<TR valign="bottom">
    <TD width="47%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="47%">&nbsp;</TD>
</TR>
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<TR valign="bottom">
    <TD align="center" valign="top"><B>William L. Walton</B>
</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top"><B>Copy to:</B></TD>
</TR>

<TR valign="bottom">
    <TD align="center" valign="top"><B>Chairman and Chief Executive Officer<BR>
Allied Capital Corporation<BR>
1919 Pennsylvania Avenue, N.W.<BR>
Washington, D.C. 20006<BR>
(202)&nbsp;331-1112<BR>
(Name, address and telephone number of agent for service)</B>
</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top"><B>Cynthia M. Krus, Esq.<BR>
Sutherland Asbill &#038; Brennan LLP<BR>
1275 Pennsylvania Avenue, N.W.<BR>
Washington, D.C. 20004<BR>
(202)&nbsp;383-0100</B></TD>
</TR>

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</TABLE>
</DIV>



<P align="center" style="font-size: 10pt"><B>CALCULATION OF REGISTRATION FEE</B>


<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="25%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="2%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="2%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="2%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="2%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="2%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="2%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="2%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="2%">&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Proposed</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Proposed</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>&nbsp;</B></TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Maximum</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Maximum</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>&nbsp;</B></TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD nowrap align="center"><B>Title of</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Amount</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Offering</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Aggregate</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Amount of</B></TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD nowrap align="center"><B>Securities to</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>to be</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Price Per</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Offering</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Registration</B></TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD nowrap align="center"><B>be Registered</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Registered (1)</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Share</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Price</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Fee (2)</B><HR size="1" noshade></TD>
</TR>

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<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px"><B>Deferred
Compensation
Obligations</B></DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="right"><B>$</B></TD>
    <TD align="right"><B>40,000,000</B></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right"><B>100</B></TD>
    <TD nowrap><B>%</B></TD>
    <TD>&nbsp;</TD>
    <TD align="right"><B>$</B></TD>
    <TD align="right"><B>40,000,000</B></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><B>$</B></TD>
    <TD align="right"><B>4,280</B></TD>
    <TD>&nbsp;</TD>
</TR>

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</TABLE>
</DIV>



<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" nowrap align="left">(1)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>The Deferred Compensation Obligations being registered represent general
unsecured obligations of Allied Capital Corporation to pay deferred
compensation in the future in accordance with the terms of The 2005 Allied
Capital Corporation Non-Qualified Deferred Compensation Plan II.</TD>
</TR>

</TABLE>

<DIV style="margin-top: 6pt">
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" nowrap align="left">(2)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Pursuant to Instruction E of Form S-8, this Registration
Statement includes $19.8 million
of Deferred Compensation Obligations previously registered on Form S-8 Registration Statement
No.&nbsp;333-115979 (filed on May&nbsp;28, 2004). In connection
therewith, Allied Capital Corporation paid an aggregate registration fee of
$2,509. In
connection with this Registration Statement, Allied Capital Corporation is paying a fee based solely on
the $40.0&nbsp;million additional Deferred Compensation Obligations of Allied Capital Corporation being
registered.</TD>
</TR>

</TABLE>
</DIV>

<P>

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<P align="center" style="font-size: 10pt">&nbsp;
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">


<P><TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">



</TABLE>


<P align="center" style="font-size: 10pt"><B>PART I</B>



<P align="center" style="font-size: 10pt"><B>INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS</B>



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The
documents containing the information specified in Part&nbsp;I of Form S-8
will be sent or given to the participants in The 2005 Allied Capital Corporation
Non-Qualified Deferred Compensation Plan II as specified by Rule&nbsp;428(b)(1)
under the Securities Act of 1933. Such documents are not being filed with the
SEC in accordance with Part&nbsp;I of Form S-8, but constitute
(along with the documents incorporated by reference into this registration
statement pursuant to Part&nbsp;II hereof) a prospectus that meets the requirements
of Section 10(a) of the Securities Act of 1933.


<P align="center" style="font-size: 10pt">2
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">

<P align="center" style="font-size: 10pt"><B>PART II</B>



<P align="center" style="font-size: 10pt"><B>INFORMATION REQUIRED IN THE REGISTRATION STATEMENT</B>



<P align="left" style="font-size: 10pt">Item&nbsp;3. <I>Incorporation of Certain Documents by Reference.</I>



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;We hereby incorporate, or will be deemed to have incorporated, herein by
reference the following documents:


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="5%" nowrap align="right">&#149;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Our Annual Report on Form 10-K for the year ended December&nbsp;31, 2004;</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>


<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="5%" nowrap align="right"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Our Quarterly Reports on Form 10-Q for the quarters ended September&nbsp;30, 2005, June&nbsp;30,
2005, and March&nbsp;31, 2005; and</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR>

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="5%" nowrap align="right"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Our Current Reports on Forms 8-K filed on December&nbsp;21, 2005, December&nbsp;9, 2005, November
7, 2005, November&nbsp;1, 2005, October&nbsp;24, 2005, October&nbsp;14, 2005, October&nbsp;3, 2005, August&nbsp;31,
2005, August&nbsp;18, 2005, August&nbsp;3, 2005, July&nbsp;25, 2005, May&nbsp;9,
2005, May&nbsp;4, 2005, May&nbsp;3, 2005, April&nbsp;28, 2005, March&nbsp;24, 2005, March&nbsp;22,
2005, February&nbsp;24, 2005, and February 2, 2005.</TD>
</TR>





</TABLE>


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Each document filed subsequent to the date of this registration statement
pursuant to Sections&nbsp;13(a), 13(c), 14 and 15(d) of the Securities Exchange Act
of 1934, 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 in this registration
statement by reference and to be a part hereof from the date of the filing of
such documents. Any statement contained in a document incorporated or deemed
to be incorporated herein by reference shall be deemed to be modified or
superseded for purposes of this registration statement to the extent that a
statement contained herein or in any other subsequently filed document which
also is or is deemed to be incorporated by reference herein modifies or
supersedes such statement.


<P align="left" style="font-size: 10pt">Item&nbsp;4. <I>Description of Securities.</I>



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;This registration statement covers the registration of Deferred
Compensation Obligations (as defined below) to be offered under The 2005 Allied Capital Corporation
Non-Qualified Deferred Compensation Plan II (the &#147;DCP II&#148;) to certain
executives of Allied Capital Corporation (the &#147;Company&#148;) who are designated as
eligible to participate in the DCP II by the Compensation Committee of the
Board of Directors of the Company (the &#147;Compensation Committee&#148;).


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The
Company&#146;s obligations
to pay participants in the DCP II, upon their termination of
employment with the Company (as defined in DCP II), a change in
control of the Company (as defined in DCP II), or the termination of
the DCP II, certain cash performance awards (which are referred to herein as
&#147;individual performance awards&#148;) granted to the participant by the Compensation
Committee, the receipt of which has been deferred under the DCP II,
are referred to as the &#147;Deferred Compensation Obligations.&#148; The
Deferred Compensation Obligations are general unsecured obligations of the
Company to pay deferred compensation in the future in accordance with the terms
of the DCP II from the general assets of the Company. The deferred
compensation shall be paid in the form of cash or, to the extent the
participant&#146;s deferred compensation is invested in the common stock of the
Company, in the form of the Company&#146;s common stock. The Company&#146;s obligation
to pay such deferred compensation at a later date is not guaranteed and is
subject to the Company&#146;s ability to pay.


<P align="center" style="font-size: 10pt">3
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">

<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The following is a brief description of the material features of the DCP
II. Such description is qualified in its entirety by reference to the full
text of the DCP II, which is incorporated by reference into this registration
statement.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Individual performance awards will be determined by the Compensation
Committee annually at the beginning of the year. Then, on a quarterly basis,
one quarter of the award will be contributed in cash to a deferred compensation
trust. A trustee appointed to oversee the trust will use the cash to purchase
shares of the Company&#146;s common stock on the New York Stock Exchange or any
other exchange on which the Company&#146;s shares are subsequently traded. The
shares purchased by the trustee will then be credited to each
executive&#146;s
deferral account based on the amount of the individual performance award
received by such officer.
Although awards and the shares purchased with the awards are placed in trust, the amounts held in
the trust remain the general assets of the Company and, thus, the participants will not have an
ownership interest in any of the assets of DCP II, the trust, the shares or any other assets held
in trust. All assets of DCP II and the trust will be subject to the claims of the Company&#146;s
general creditors.

<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;All
of the Company&#146;s executives are eligible to receive individual
performance awards and participate in the DCP II. The Compensation Committee,
in its sole discretion, shall designate the executives who will
participate in the DCP II.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;In
the event of termination of employment as a result of resignation,
involuntary discharge, or disability, one-third of the participant&#146;s
deferral account will be distributed no sooner than six months
following the termination of employment, one half of the then current
remaining balance will be distributed within 30 days following the first anniversary of his or her
employment termination date and the remainder of the account balance will be
distributed within 30 days following the second anniversary of the
employment termination date.
In the event of termination of employment for good reason, as defined in the DCP II, all amounts in
a participant&#146;s deferral account will be distributed no sooner than six months following the
termination of employment. In the event of termination due to death, one-third of the
participant&#146;s deferral account will be distributed 30&nbsp;days following the distributable event, one
half of the then current remaining balance will be distributed within 30&nbsp;days following the first
anniversary of the date of the distributable event and the remainder of the account balance will be
distributed within 30&nbsp;days following the second anniversary of the date of the distributable event.
In
the event of a &#147;change of control,&#148; all amounts in a participant&#146;s deferral
account will be immediately distributed to the participant. &#147;Change of
control&#148; is defined in the DCP II to include a variety of events, including
significant changes in the Company&#146;s stock ownership, changes in the Board of
Directors of the Company, a merger and consolidation of the Company, and the
sale or disposition of at least 40% of the Company&#146;s assets.
Sixty days
following a distributable event, the Company and each participant may, at the
discretion of the Company, and subject to the Company&#146;s trading window during
that time, redirect the participant&#146;s account to other investment elections.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;During any period of time in which a participant has a deferral account in
the DCP II, any dividends declared and paid on shares of common stock allocated
to the participant&#146;s account shall be reinvested by the trustee as soon as
practicable in shares of the Company&#146;s common stock purchased in the open
market.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;All
amounts paid to the DCP II will be fully vested at all times.
However, a participant who violates certain non-solicitation covenants contained in
the DCP II during the two years after the termination of his or her employment
will forfeit back to the Company the remaining value of his or her deferral
account.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The DCP II will be administered by the Compensation Committee. The
Compensation Committee will have full power and authority, subject to the
provisions of the DCP II, to promulgate such rules and regulations as it deems
necessary for the proper administration of the DCP II, to interpret the
provisions and supervise the administration of the DCP II, and to take all
actions in connection therewith or in relation thereto as it deems necessary or
advisable.


<P align="center" style="font-size: 10pt">4
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">

<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The DCP II is a non-qualified plan, and no participant or other person
will own any interest in particular assets of the Company or any of the
Company&#146;s subsidiaries by reason of the right to receive any payment under the
DCP II.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The Board of Directors of the Company reserves the right to amend,
terminate, or discontinue the DCP II, provided that no such action will
adversely affect a participant&#146;s rights under the DCP II with respect to the
amounts paid to his or her deferral account. No amendment will be effective
unless approved by the Company&#146;s stockholders if stockholder approval of such
amendment is required to comply with any applicable law, regulation or stock
exchange rule. Upon termination of the DCP II, any amounts credited to the
deferral account of a participant will be distributed in full to such
participant in accordance with the terms of DCP II.


<P align="left" style="font-size: 10pt">Item&nbsp;5. <I>Interests of Named Experts and Counsel.</I>



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Not Applicable.


<P align="left" style="font-size: 10pt">Item&nbsp;6. <I>Indemnification of Directors and Officers.</I>



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section&nbsp;2-418 of the Maryland General Corporation Law provides that a
Maryland corporation may indemnify any director of the corporation and any
person who, while a director of the corporation, is or was serving at the
request of the corporation as a director, officer, partner, trustee, employee,
or agent of another foreign or domestic corporation, partnership, joint
venture, trust, other enterprise or employee benefit plan, made a party to any
proceeding by reason of service in that capacity unless it is established that
the act or omission of the director 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 actually received an improper personal
benefit in money, property or services; or, in the case of any criminal
proceeding, the director had reasonable cause to believe that the act or
omission was unlawful. Indemnification may be made against judgments,
penalties, fines, settlements, and reasonable expenses actually incurred by the
director in connection with the proceeding, but if the proceeding was one by or
in the right of the corporation, indemnification may not be made in respect of
any proceeding in which the director shall have been adjudged to be liable to
the corporation. Such indemnification may not be made unless authorized for a
specific proceeding after a determination has been made, in the manner
prescribed by the law, that indemnification is permissible in the circumstances
because the director has met the applicable standard of conduct. On the other
hand, the director must be indemnified for expenses if he or she has been
successful in the defense of the proceeding or as otherwise ordered by a court.
The law also prescribes the circumstances under which the corporation may
advance expenses to, or obtain insurance or similar cover for, directors.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The law also provides for comparable indemnification for corporate
officers and agents.


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</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">
<P align="left" style="font-size: 10pt"><P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The Restated Articles of Incorporation of Allied Capital Corporation
provide that its directors and officers shall, and its agents in the discretion
of the board of directors may be indemnified to the fullest extent permitted
from time to time by the laws of Maryland (with such power to indemnify
officers and directors limited to the scope provided for in Section&nbsp;2-418 as
currently in force), provided, however, that such indemnification is limited by
the Investment Company Act of 1940 or by any valid rule, regulation or order of
the Securities and Exchange Commission thereunder. Allied Capital
Corporation&#146;s bylaws, however, provide that Allied Capital Corporation may not
indemnify any director or officer against liability to Allied Capital
Corporation or its security holders to which he or she might otherwise be
subject by reason of such person&#146;s willful misfeasance, bad faith, gross
negligence or reckless disregard of the duties involved in the conduct of his
or her office unless a determination is made by final decision of a court, by
vote of a majority of a quorum of directors who are disinterested, non-party
directors or by independent legal counsel that the liability for which
indemnification is sought did not arise out of such disabling conduct.



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
Allied Capital Corporation pursuant to the provisions described above, or
otherwise, Allied Capital Corporation has been advised that in the opinion of
the SEC 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 Allied
Capital Corporation of expenses incurred or paid by a director, officer or
controlling person in the successful defense of an action, suit or proceeding)
is asserted by a director, officer or controlling person in connection with the
securities being registered, Allied Capital Corporation 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 the court of the issue.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Allied Capital Corporation carries liability insurance for the benefit of
its directors and officers on a claims-made basis of up to $50,000,000, subject
to a $1,000,000 retention and the other terms thereof. Allied Capital
Corporation also maintains an additional $20,000,000 of insurance
coverage for the benefit of its directors and officers.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Allied Capital Corporation has entered into indemnification
agreements with its directors and certain senior officers. The indemnification
agreements attempt to provide these directors and senior officers the maximum
indemnification permitted under Maryland law and the Investment Company Act of
1940. Each indemnification agreement provides that Allied Capital Corporation
shall indemnify the director or senior officer who is a party to the agreement
(an &#147;Indemnitee&#148;) if, by reason of his or her corporate status, the Indemnitee
is, or is threatened to be, made a party to or a witness in any threatened,
pending, or completed proceeding, other than a proceeding by or in the right of
Allied Capital Corporation.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;At present, these is no pending litigation or proceeding involving an
Indemnitee where indemnification would be required or permitted under the
indemnification agreement.


<P align="left" style="font-size: 10pt">Item&nbsp;7. <I>Exemption from Registration Claimed.</I>



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Not applicable.


<P align="center" style="font-size: 10pt">6
</DIV>

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<P><HR noshade><P>
<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">

<P align="left" style="font-size: 10pt">Item&nbsp;8. Exhibits.


<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="90%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="8%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="87%">&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD nowrap align="left"><B>Exhibit Number</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center"><B>Description of Exhibit</B><HR size="1" noshade></TD>
</TR>

<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">4.1
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">The 2005 Allied Capital Corporation Non-Qualified Deferred
Compensation Plan II (incorporated by reference to Exhibit&nbsp;10.2
filed with Allied Capital Corporation&#146;s Form 8-K on
December&nbsp;21, 2005).</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">5.1
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Opinion of Sutherland Asbill &#038; Brennan LLP</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">15.1
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Letter regarding Unaudited Interim Financial Information</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">23.1
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Consent of KPMG LLP</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">23.2
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Consent of Sutherland Asbill &#038; Brennan LLP (contained in the opinion in Exhibit&nbsp;5.1)</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">

<TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">24.1
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Power of Attorney (included in the signature page)</TD>
</TR>

<!-- End Table Body -->
</TABLE>
</DIV>



<P align="left" style="font-size: 10pt">Item&nbsp;9. <I>Undertakings.</I>



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a)&nbsp;The undersigned registrant hereby undertakes:


<P align="left" style="margin-left:30px;text-indent:-10px;font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(1)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:
<P>
<DIV align="left" style="margin-left:0px;text-indent:0px;font-size: 10pt">
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
(i) To include any prospectus required by Section&nbsp;10(a)(3) of the
Securities Act of 1933, as amended (the &#147;Securities Act&#148;);</DIV>

<P>
<DIV align="left" style="margin-left:0px;text-indent:0px;font-size: 10pt">
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
(ii)&nbsp;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. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form of a prospectus filed with
the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price
represent no more than 20&nbsp;percent change in the maximum aggregate offering
price set forth in the &#147;Calculation of Registration Fee&#148; table in the effective
registration statement;</DIV>
<P>
<DIV align="left" style="margin-left:0px;text-indent:0px;font-size: 10pt">
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
(iii)&nbsp;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;</DIV>

<P align="center" style="font-size: 10pt">7
</DIV>

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<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">


<P><TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">



</TABLE>

<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) above shall
not apply if the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed with or
furnished to the Securities and Exchange Commission by the registrant pursuant
to Section&nbsp;13 or 15(d) of the Securities Exchange Act of 1934 (the &#147;Exchange
Act&#148;) that are incorporated by reference in the registration statement.

<DIV style="margin-top: 6pt">
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" nowrap align="right">(2)</TD>
    <TD width="3%">&nbsp;</TD>
    <TD>That, for the purpose of determining any liability under the Securities Act, 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.</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" nowrap align="right">(3)</TD>
    <TD width="3%">&nbsp;</TD>
    <TD>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.</TD>
</TR>

</TABLE>
</DIV>



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b)&nbsp;The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
registrant&#146;s annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan&#146;s
annual report pursuant to Section 15(d) of the Exchange Act) 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.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c)&nbsp;Insofar as indemnification for liabilities arising under the
Securities Act 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
Securities 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 Securities Act and will be governed by the final
adjudication of such issue.


<P align="center" style="font-size: 10pt">8
</DIV>

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<P><HR noshade><P>
<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">

<P align="center" style="font-size: 10pt"><B>SIGNATURES</B>



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;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 Washington, D.C., on this
30<SUP>th</SUP> day of December, 2005.


<TABLE width="100%" border="0" cellspacing="0" cellpadding="0" style="font-size: 10pt">
<TR>
    <TD width="48%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="35%">&nbsp;</TD>
    <TD width="15%">&nbsp;</TD>
</TR>
<TR>
    <TD valign="top">&nbsp;</TD>
    <TD colspan="3">ALLIED CAPITAL CORPORATION<BR>
&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR><TR>
    <TD>&nbsp;</TD>
    <TD valign="top">By:&nbsp;&nbsp;</TD>
    <TD colspan="2" style="border-bottom: 1px solid #000000">/s/ William L. Walton
&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR><TR>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD valign="top">Name:&nbsp;&nbsp;</TD>
    <TD>William L. Walton&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR><TR>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD valign="top">Title:&nbsp;&nbsp;</TD>
    <TD>Chairman, Chief Executive Officer and President&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>
</TABLE>

<P align="center" style="font-size: 10pt"><B>POWER OF ATTORNEY</B>




<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints William L. Walton and Joan M. Sweeney as his/her
true and lawful attorney-in-fact and agent, with full power of substitution and
resubstitution, for him/her and in his/her name, place and stead, in any and
all capacities, to sign any and all amendments (including post-effective
amendments) to this Registration Statement, and to file the same, with all
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorney-in-fact and
agent, full power and authority to do and perform each and every act and thing
required and necessary to be done in and about the premises, as fully to all
intents and purposes as he/she might or could do in person, hereby ratifying
and confirming all that said attorney-in-fact and agent, or his/her substitute
or substitutes, could lawfully do or cause to be done by virtue hereof.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;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.

<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="41%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="36%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="13%">&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD nowrap align="center"><B>Signature</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center"><B>Title</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center"><B>Date</B><HR size="1" noshade></TD>
</TR>

<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom">
    <TD align="left" nowrap valign="top">/s/ William L. Walton<BR>
<HR size="1" noshade>
William L. Walton</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">
Chairman, Chief Executive Officer and President (Principal Executive Officer)
</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="left" valign="top">December 30, 2005</TD>
</TR>

<TR valign="bottom" style="padding-top: 1em">
    <TD align="left" nowrap valign="top">/s/ Penni F. Roll<BR>
<HR size="1" noshade>
Penni F. Roll</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">
Chief Financial Officer (Principal Financial and Accounting Officer)
</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">December 30, 2005</TD>
</TR>

<TR valign="bottom" style="padding-top: 1em">
    <TD align="left" nowrap valign="top">/s/ Brooks H. Browne<BR>
<HR size="1" noshade>
Brooks H. Browne</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">
Director
</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">December 30, 2005</TD>
</TR>

<!-- End Table Body -->
</TABLE>
</DIV>



<P align="center" style="font-size: 10pt">&nbsp;
</DIV>

<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">

<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="41%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="36%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="13%">&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD nowrap align="center"><B>Signature</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center"><B>Title</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center"><B>Date</B><HR size="1" noshade></TD>
</TR>

<!-- End Table Head -->

<!-- Begin Table Body -->

<TR valign="bottom">
    <TD align="left" nowrap valign="top">/s/ Ann Torre Bates<BR>
<HR size="1" noshade>
Ann Torre Bates</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">
Director
</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="left" valign="top">December 30, 2005</TD>
</TR>

<TR valign="bottom" style="padding-top: 1em">
    <TD align="left" nowrap valign="top">/s/ John D. Firestone<BR>
<HR size="1" noshade>
John D. Firestone</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">
Director
</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">December 30, 2005</TD>
</TR>

<TR valign="bottom" style="padding-top: 1em">
    <TD align="left" nowrap valign="top">/s/ Anthony T. Garcia<BR>
<HR size="1" noshade>
Anthony T. Garcia</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">
Director
</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">December 30, 2005</TD>
</TR>

<TR valign="bottom" style="padding-top: 1em">
    <TD align="left" nowrap valign="top">/s/ Lawrence I. Herbert<BR>
<HR size="1" noshade>
Lawrence I. Herbert</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">
Director
</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">December 30, 2005</TD>
</TR>

<TR valign="bottom" style="padding-top: 1em">
    <TD align="left" nowrap valign="top">/s/ John I. Leahy<BR>
<HR size="1" noshade>
John I. Leahy</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">
Director
</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">December 30, 2005</TD>
</TR>

<TR valign="bottom" style="padding-top: 1em">
    <TD align="left" nowrap valign="top">/s/ Robert E. Long<BR>
<HR size="1" noshade>
Robert E. Long</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">
Director
</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">December 30, 2005</TD>
</TR>

<TR valign="bottom" style="padding-top: 1em">
    <TD align="left" nowrap valign="top">/s/ Guy T. Steuart II<BR>
<HR size="1" noshade>
Guy T. Steuart II</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">
Director
</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">December 30, 2005</TD>
</TR>

<TR valign="bottom" style="padding-top: 1em">
    <TD align="left" nowrap valign="top">/s/ Alex J. Pollock<BR>
<HR size="1" noshade>
Alex J. Pollock</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">
Director
</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">December 30, 2005</TD>
</TR>


<TR valign="bottom" style="padding-top: 1em">
    <TD align="left" nowrap valign="top">/s/ Marc F. Racicot<BR>
<HR size="1" noshade>
Marc F. Racicot</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">
Director
</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">December 30, 2005</TD>
</TR>


<TR valign="bottom" style="padding-top: 1em">
    <TD align="left" nowrap valign="top">/s/ Joan M. Sweeney<BR>
<HR size="1" noshade>
Joan M. Sweeney</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">
Director
</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">December 30, 2005</TD>
</TR>

<TR valign="bottom" style="padding-top: 1em">
    <TD align="left" nowrap valign="top">/s/ Laura W. van Roijen<BR>
<HR size="1" noshade>
Laura W. van Roijen</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">
Director
</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">December 30, 2005</TD>
</TR>

<!-- End Table Body -->
</TABLE>
</DIV>



<P align="center" style="font-size: 10pt">&nbsp;
</DIV>

<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">


<P align="center" style="font-size: 10pt"><B>EXHIBIT INDEX</B>


<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="8%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="87%">&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD nowrap align="left"><B>Exhibit No.</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center"><B>Description</B><HR size="1" noshade></TD>
</TR>

<!-- End Table Head -->
<!-- Begin Table Body -->

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">4.1
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">
The 2005 Allied Capital Corporation Non-Qualified Deferred
Compensation Plan II (incorporated by reference to Exhibit 10.2 filed
with Allied Capital Corporation&#146;s Form 8-K on December 21, 2005)
</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>


<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">5.1
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Opinion of Sutherland Asbill &#038; Brennan LLP</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">15.1
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Letter regarding Unaudited Interim Financial Information</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">23.1
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Consent of KPMG LLP </TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">

<TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">23.2
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Consent of Sutherland Asbill &#038;
Brennan LLP (contained in the opinion in Exhibit&nbsp;5.1)</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">24.1
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Power of Attorney (included in the signature page)</TD>
</TR>

<!-- End Table Body -->
</TABLE>
</DIV>



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</DIV>

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{"company-data": {"conformed-name": "ALLIED CAPITAL CORP", "cik": "0000003906", "irs-number": "521081052", "state-of-incorporation": "MD", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-130792", "film-number": "051294633"}, "business-address": {"street1": "1919 PENNSYLVANIA AVENUE NW", "city": "WASHINGTON", "state": "DC", "zip": "20006", "phone": "2023311112"}, "mail-address": {"street1": "1919 PENNSYLVANIA AVENUE NW", "street2": "1666 K STREET NW", "city": "WASHINGTON", "state": "DC", "zip": "20006"}, "former-company": [{"former-conformed-name": "ALLIED CAPITAL LENDING CORP", "date-changed": "19931116"}, {"former-conformed-name": "ALLIED LENDING CORP", "date-changed": "19920703"}]}
sv8
As filed with the
Securities and Exchange Commission on December 30, 2005
Registration No. 333-____
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
ALLIED CAPITAL CORPORATION
(Exact name of registrant as specified in its charter)
Maryland
52-1081052
(State or other jurisdiction
of incorporation or
organization)
(I.R.S. Employer
Identification No.)
1919 Pennsylvania Avenue, N.W.
Washington, D.C. 20006
(202) 331-1112
(Address and telephone number of
registrant's principal executive offices)
THE 2005 ALLIED CAPITAL CORPORATION
NON-QUALIFIED DEFERRED COMPENSATION PLAN II
(Full title of the plan)
William L. Walton
Copy to:
Chairman and Chief Executive Officer
Allied Capital Corporation
1919 Pennsylvania Avenue, N.W.
Washington, D.C. 20006
(202) 331-1112
(Name, address and telephone number of agent for service)
Cynthia M. Krus, Esq.
Sutherland Asbill & Brennan LLP
1275 Pennsylvania Avenue, N.W.
Washington, D.C. 20004
(202) 383-0100
CALCULATION OF REGISTRATION FEE
Proposed
Proposed
Maximum
Maximum
Title of
Amount
Offering
Aggregate
Amount of
Securities to
to be
Price Per
Offering
Registration
be Registered
Registered (1)
Share
Price
Fee (2)
Deferred
Compensation
Obligations
$
40,000,000
100
%
$
40,000,000
$
4,280
(1)
The Deferred Compensation Obligations being registered represent general
unsecured obligations of Allied Capital Corporation to pay deferred
compensation in the future in accordance with the terms of The 2005 Allied
Capital Corporation Non-Qualified Deferred Compensation Plan II.
(2)
Pursuant to Instruction E of Form S-8, this Registration
Statement includes $19.8 million
of Deferred Compensation Obligations previously registered on Form S-8 Registration Statement
No. 333-115979 (filed on May 28, 2004). In connection
therewith, Allied Capital Corporation paid an aggregate registration fee of
$2,509. In
connection with this Registration Statement, Allied Capital Corporation is paying a fee based solely on
the $40.0 million additional Deferred Compensation Obligations of Allied Capital Corporation being
registered.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The
documents containing the information specified in Part I of Form S-8
will be sent or given to the participants in The 2005 Allied Capital Corporation
Non-Qualified Deferred Compensation Plan II as specified by Rule 428(b)(1)
under the Securities Act of 1933. Such documents are not being filed with the
SEC in accordance with Part I of Form S-8, but constitute
(along with the documents incorporated by reference into this registration
statement pursuant to Part II hereof) a prospectus that meets the requirements
of Section 10(a) of the Securities Act of 1933.
2
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3.
Incorporation of Certain Documents by Reference.
We hereby incorporate, or will be deemed to have incorporated, herein by
reference the following documents:
•
Our Annual Report on Form 10-K for the year ended December 31, 2004;
•
Our Quarterly Reports on Form 10-Q for the quarters ended September 30, 2005, June 30,
2005, and March 31, 2005; and
•
Our Current Reports on Forms 8-K filed on December 21, 2005, December 9, 2005, November
7, 2005, November 1, 2005, October 24, 2005, October 14, 2005, October 3, 2005, August 31,
2005, August 18, 2005, August 3, 2005, July 25, 2005, May 9,
2005, May 4, 2005, May 3, 2005, April 28, 2005, March 24, 2005, March 22,
2005, February 24, 2005, and February 2, 2005.
Each document filed subsequent to the date of this registration statement
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act
of 1934, 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 in this registration
statement by reference and to be a part hereof from the date of the filing of
such documents. Any statement contained in a document incorporated or deemed
to be incorporated herein by reference shall be deemed to be modified or
superseded for purposes of this registration statement to the extent that a
statement contained herein or in any other subsequently filed document which
also is or is deemed to be incorporated by reference herein modifies or
supersedes such statement.
Item 4.
Description of Securities.
This registration statement covers the registration of Deferred
Compensation Obligations (as defined below) to be offered under The 2005 Allied Capital Corporation
Non-Qualified Deferred Compensation Plan II (the "DCP II") to certain
executives of Allied Capital Corporation (the "Company") who are designated as
eligible to participate in the DCP II by the Compensation Committee of the
Board of Directors of the Company (the "Compensation Committee").
The
Company's obligations
to pay participants in the DCP II, upon their termination of
employment with the Company (as defined in DCP II), a change in
control of the Company (as defined in DCP II), or the termination of
the DCP II, certain cash performance awards (which are referred to herein as
"individual performance awards") granted to the participant by the Compensation
Committee, the receipt of which has been deferred under the DCP II,
are referred to as the "Deferred Compensation Obligations." The
Deferred Compensation Obligations are general unsecured obligations of the
Company to pay deferred compensation in the future in accordance with the terms
of the DCP II from the general assets of the Company. The deferred
compensation shall be paid in the form of cash or, to the extent the
participant's deferred compensation is invested in the common stock of the
Company, in the form of the Company's common stock. The Company's obligation
to pay such deferred compensation at a later date is not guaranteed and is
subject to the Company's ability to pay.
3
The following is a brief description of the material features of the DCP
II. Such description is qualified in its entirety by reference to the full
text of the DCP II, which is incorporated by reference into this registration
statement.
Individual performance awards will be determined by the Compensation
Committee annually at the beginning of the year. Then, on a quarterly basis,
one quarter of the award will be contributed in cash to a deferred compensation
trust. A trustee appointed to oversee the trust will use the cash to purchase
shares of the Company's common stock on the New York Stock Exchange or any
other exchange on which the Company's shares are subsequently traded. The
shares purchased by the trustee will then be credited to each
executive's
deferral account based on the amount of the individual performance award
received by such officer.
Although awards and the shares purchased with the awards are placed in trust, the amounts held in
the trust remain the general assets of the Company and, thus, the participants will not have an
ownership interest in any of the assets of DCP II, the trust, the shares or any other assets held
in trust. All assets of DCP II and the trust will be subject to the claims of the Company's
general creditors.
All
of the Company's executives are eligible to receive individual
performance awards and participate in the DCP II. The Compensation Committee,
in its sole discretion, shall designate the executives who will
participate in the DCP II.
In
the event of termination of employment as a result of resignation,
involuntary discharge, or disability, one-third of the participant's
deferral account will be distributed no sooner than six months
following the termination of employment, one half of the then current
remaining balance will be distributed within 30 days following the first anniversary of his or her
employment termination date and the remainder of the account balance will be
distributed within 30 days following the second anniversary of the
employment termination date.
In the event of termination of employment for good reason, as defined in the DCP II, all amounts in
a participant's deferral account will be distributed no sooner than six months following the
termination of employment. In the event of termination due to death, one-third of the
participant's deferral account will be distributed 30 days following the distributable event, one
half of the then current remaining balance will be distributed within 30 days following the first
anniversary of the date of the distributable event and the remainder of the account balance will be
distributed within 30 days following the second anniversary of the date of the distributable event.
In
the event of a "change of control," all amounts in a participant's deferral
account will be immediately distributed to the participant. "Change of
control" is defined in the DCP II to include a variety of events, including
significant changes in the Company's stock ownership, changes in the Board of
Directors of the Company, a merger and consolidation of the Company, and the
sale or disposition of at least 40% of the Company's assets.
Sixty days
following a distributable event, the Company and each participant may, at the
discretion of the Company, and subject to the Company's trading window during
that time, redirect the participant's account to other investment elections.
During any period of time in which a participant has a deferral account in
the DCP II, any dividends declared and paid on shares of common stock allocated
to the participant's account shall be reinvested by the trustee as soon as
practicable in shares of the Company's common stock purchased in the open
market.
All
amounts paid to the DCP II will be fully vested at all times.
However, a participant who violates certain non-solicitation covenants contained in
the DCP II during the two years after the termination of his or her employment
will forfeit back to the Company the remaining value of his or her deferral
account.
The DCP II will be administered by the Compensation Committee. The
Compensation Committee will have full power and authority, subject to the
provisions of the DCP II, to promulgate such rules and regulations as it deems
necessary for the proper administration of the DCP II, to interpret the
provisions and supervise the administration of the DCP II, and to take all
actions in connection therewith or in relation thereto as it deems necessary or
advisable.
4
The DCP II is a non-qualified plan, and no participant or other person
will own any interest in particular assets of the Company or any of the
Company's subsidiaries by reason of the right to receive any payment under the
DCP II.
The Board of Directors of the Company reserves the right to amend,
terminate, or discontinue the DCP II, provided that no such action will
adversely affect a participant's rights under the DCP II with respect to the
amounts paid to his or her deferral account. No amendment will be effective
unless approved by the Company's stockholders if stockholder approval of such
amendment is required to comply with any applicable law, regulation or stock
exchange rule. Upon termination of the DCP II, any amounts credited to the
deferral account of a participant will be distributed in full to such
participant in accordance with the terms of DCP II.
Item 5.
Interests of Named Experts and Counsel.
Not Applicable.
Item 6.
Indemnification of Directors and Officers.
Section 2-418 of the Maryland General Corporation Law provides that a
Maryland corporation may indemnify any director of the corporation and any
person who, while a director of the corporation, is or was serving at the
request of the corporation as a director, officer, partner, trustee, employee,
or agent of another foreign or domestic corporation, partnership, joint
venture, trust, other enterprise or employee benefit plan, made a party to any
proceeding by reason of service in that capacity unless it is established that
the act or omission of the director 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 actually received an improper personal
benefit in money, property or services; or, in the case of any criminal
proceeding, the director had reasonable cause to believe that the act or
omission was unlawful. Indemnification may be made against judgments,
penalties, fines, settlements, and reasonable expenses actually incurred by the
director in connection with the proceeding, but if the proceeding was one by or
in the right of the corporation, indemnification may not be made in respect of
any proceeding in which the director shall have been adjudged to be liable to
the corporation. Such indemnification may not be made unless authorized for a
specific proceeding after a determination has been made, in the manner
prescribed by the law, that indemnification is permissible in the circumstances
because the director has met the applicable standard of conduct. On the other
hand, the director must be indemnified for expenses if he or she has been
successful in the defense of the proceeding or as otherwise ordered by a court.
The law also prescribes the circumstances under which the corporation may
advance expenses to, or obtain insurance or similar cover for, directors.
The law also provides for comparable indemnification for corporate
officers and agents.
5
The Restated Articles of Incorporation of Allied Capital Corporation
provide that its directors and officers shall, and its agents in the discretion
of the board of directors may be indemnified to the fullest extent permitted
from time to time by the laws of Maryland (with such power to indemnify
officers and directors limited to the scope provided for in Section 2-418 as
currently in force), provided, however, that such indemnification is limited by
the Investment Company Act of 1940 or by any valid rule, regulation or order of
the Securities and Exchange Commission thereunder. Allied Capital
Corporation's bylaws, however, provide that Allied Capital Corporation may not
indemnify any director or officer against liability to Allied Capital
Corporation or its security holders to which he or she might otherwise be
subject by reason of such person's willful misfeasance, bad faith, gross
negligence or reckless disregard of the duties involved in the conduct of his
or her office unless a determination is made by final decision of a court, by
vote of a majority of a quorum of directors who are disinterested, non-party
directors or by independent legal counsel that the liability for which
indemnification is sought did not arise out of such disabling conduct.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
Allied Capital Corporation pursuant to the provisions described above, or
otherwise, Allied Capital Corporation has been advised that in the opinion of
the SEC 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 Allied
Capital Corporation of expenses incurred or paid by a director, officer or
controlling person in the successful defense of an action, suit or proceeding)
is asserted by a director, officer or controlling person in connection with the
securities being registered, Allied Capital Corporation 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 the court of the issue.
Allied Capital Corporation carries liability insurance for the benefit of
its directors and officers on a claims-made basis of up to $50,000,000, subject
to a $1,000,000 retention and the other terms thereof. Allied Capital
Corporation also maintains an additional $20,000,000 of insurance
coverage for the benefit of its directors and officers.
Allied Capital Corporation has entered into indemnification
agreements with its directors and certain senior officers. The indemnification
agreements attempt to provide these directors and senior officers the maximum
indemnification permitted under Maryland law and the Investment Company Act of
1940. Each indemnification agreement provides that Allied Capital Corporation
shall indemnify the director or senior officer who is a party to the agreement
(an "Indemnitee") if, by reason of his or her corporate status, the Indemnitee
is, or is threatened to be, made a party to or a witness in any threatened,
pending, or completed proceeding, other than a proceeding by or in the right of
Allied Capital Corporation.
At present, these is no pending litigation or proceeding involving an
Indemnitee where indemnification would be required or permitted under the
indemnification agreement.
Item 7.
Exemption from Registration Claimed.
Not applicable.
6
Item 8. Exhibits.
Exhibit Number
Description of Exhibit
4.1
The 2005 Allied Capital Corporation Non-Qualified Deferred
Compensation Plan II (incorporated by reference to Exhibit 10.2
filed with Allied Capital Corporation's Form 8-K on
December 21, 2005).
5.1
Opinion of Sutherland Asbill & Brennan LLP
15.1
Letter regarding Unaudited Interim Financial Information
23.1
Consent of KPMG LLP
23.2
Consent of Sutherland Asbill & Brennan LLP (contained in the opinion in Exhibit 5.1)
24.1
Power of Attorney (included in the signature page)
Item 9.
Undertakings.
(a) 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, as amended (the "Securities Act");
(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. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form of a prospectus filed with
the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price
represent no more than 20 percent change in the maximum aggregate offering
price set forth in the "Calculation of Registration Fee" table in the effective
registration statement;
(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;
7
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) above shall
not apply if the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed with or
furnished to the Securities and Exchange Commission by the registrant pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934 (the "Exchange
Act") that are incorporated by reference in the registration statement.
(2)
That, for the purpose of determining any liability under the Securities Act, 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, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) 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.
(c) Insofar as indemnification for liabilities arising under the
Securities Act 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
Securities 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 Securities Act and will be governed by the final
adjudication of such issue.
8
SIGNATURES
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 Washington, D.C., on this
30
th
day of December, 2005.
ALLIED CAPITAL CORPORATION
By:
/s/ William L. Walton
Name:
William L. Walton
Title:
Chairman, Chief Executive Officer and President
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints William L. Walton and Joan M. Sweeney as his/her
true and lawful attorney-in-fact and agent, with full power of substitution and
resubstitution, for him/her and in his/her name, place and stead, in any and
all capacities, to sign any and all amendments (including post-effective
amendments) to this Registration Statement, and to file the same, with all
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorney-in-fact and
agent, full power and authority to do and perform each and every act and thing
required and necessary to be done in and about the premises, as fully to all
intents and purposes as he/she might or could do in person, hereby ratifying
and confirming all that said attorney-in-fact and agent, or his/her substitute
or substitutes, could lawfully do or cause to be done by virtue hereof.
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.
Signature
Title
Date
/s/ William L. Walton
William L. Walton
Chairman, Chief Executive Officer and President (Principal Executive Officer)
December 30, 2005
/s/ Penni F. Roll
Penni F. Roll
Chief Financial Officer (Principal Financial and Accounting Officer)
December 30, 2005
/s/ Brooks H. Browne
Brooks H. Browne
Director
December 30, 2005
Signature
Title
Date
/s/ Ann Torre Bates
Ann Torre Bates
Director
December 30, 2005
/s/ John D. Firestone
John D. Firestone
Director
December 30, 2005
/s/ Anthony T. Garcia
Anthony T. Garcia
Director
December 30, 2005
/s/ Lawrence I. Herbert
Lawrence I. Herbert
Director
December 30, 2005
/s/ John I. Leahy
John I. Leahy
Director
December 30, 2005
/s/ Robert E. Long
Robert E. Long
Director
December 30, 2005
/s/ Guy T. Steuart II
Guy T. Steuart II
Director
December 30, 2005
/s/ Alex J. Pollock
Alex J. Pollock
Director
December 30, 2005
/s/ Marc F. Racicot
Marc F. Racicot
Director
December 30, 2005
/s/ Joan M. Sweeney
Joan M. Sweeney
Director
December 30, 2005
/s/ Laura W. van Roijen
Laura W. van Roijen
Director
December 30, 2005
EXHIBIT INDEX
Exhibit No.
Description
4.1
The 2005 Allied Capital Corporation Non-Qualified Deferred
Compensation Plan II (incorporated by reference to Exhibit 10.2 filed
with Allied Capital Corporation's Form 8-K on December 21, 2005)
5.1
Opinion of Sutherland Asbill & Brennan LLP
15.1
Letter regarding Unaudited Interim Financial Information
23.1
Consent of KPMG LLP
23.2
Consent of Sutherland Asbill &
Brennan LLP (contained in the opinion in Exhibit 5.1)
24.1
Power of Attorney (included in the signature page)