<PAGE>

As filed with the Securities and Exchange Commission on May 9, 2001
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                            ------------------------

                                    FORM S-8

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                        AMERICAN CAPITAL STRATEGIES, LTD.
             (Exact Name of registrant as specified in its charter)

              DELAWARE                                         52-1451377
              --------                                         ----------
 (State or other jurisdiction of                           (I.R.S. Employer
  incorporation or organization)                          Identification No.)

                       2 Bethesda Metro Center, 14th Floor
                            Bethesda, Maryland 20814
                            ------------------------
          (Address, including zip code, of principal executive offices)


        American Capital Strategies, Ltd. 2000 Employee Stock Option Plan
        -----------------------------------------------------------------
                            (Full title of the plan)

                                John R. Erickson
              Executive Vice President and Chief Financial Officer
                        American Capital Strategies, Ltd.
                       2 Bethesda Metro Center, 14th Floor
                            Bethesda, Maryland 20814
                                 (301) 951-6122
  (Name, address, including zip code, and telephone number including area code,
                             of agent for service)

                                    Copy to:
                              Samuel A. Flax, Esq.
                                Arnold & Porter
                              555 12th Street, N.W.
                             Washington, D.C. 20004
                                 (202) 942-5730
                              ---------------------

                         Calculation of Registration Fee

<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------------------------------
   Title of securities to be    Amount to be registered   Proposed maximum      Proposed maximum     Amount of registration
           registered                                    offering price per    aggregate offering              fee
                                                             unit(1)(2)             price(2)
-----------------------------------------------------------------------------------------------------------------------------
<S>                             <C>                      <C>                   <C>                   <C>
        Common Stock                 3,800,000                 $25.98              $98,724,000               $24,681
-----------------------------------------------------------------------------------------------------------------------------


-----------------------------------------------------------------------------------------------------------------------------
</TABLE>

         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 sold or offered pursuant to the employee benefit plan(s) described herein.

(1)   Calculated on the basis of the average of the high and low sale prices
of the Registrant's Common Stock as reported on May 4, 2001, on the Nasdaq
National Market which date is within 5 business days prior to the date of the
filing of this Registration Statement.
(2)   Estimated solely for the purpose of determining the registration fee
in accordance with Rule 457(h).


<PAGE>


                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.           INCORPORATION OF DOCUMENTS BY REFERENCE

         The following documents filed by American Capital Strategies, Ltd.
("Registrant" or "Company") with the Securities and Exchange Commission
("Commission") under the Securities Act of 1933, as amended ("Securities Act")
or the Securities Exchange Act of 1934, as amended ("Exchange Act"), are
incorporated herein by reference:

         (a)      The Company's latest annual report on Form 10-K for the fiscal
                  year ended December 31, 2000, filed with the Commission on
                  April 2, 2001.

         (b)      The description of the common stock of the Company, par value
                  $0.01 per share ("Common Stock"), contained in a registration
                  statement on Form 8-A filed with the Commission by the
                  Registrant on August 27, 1997.

         All documents filed by the Registrant after the date of this
Registration Statement pursuant to Sections 13(a), 13(c), 14 and 15(d) of the
Exchange Act, prior to the filing of the post-effective amendment that indicates
that all Common Stock offered hereby has been sold or which deregisters such
Common Stock then remaining unsold, shall be deemed to be incorporated in this
Registration Statement by reference and shall be a part hereof from the date of
filing of such documents. Any statement contained in a document incorporated or
deemed to be incorporated by reference in this Registration Statement 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 in
this Registration Statement modifies or supersedes such statement. Any such
statement so modified or superseded shall not be deemed, except as so modified
or so superseded, to constitute a part of this Registration Statement.

ITEM 4.           DESCRIPTION OF SECURITIES

Not Applicable.

ITEM 5.           INTERESTS OF NAMED EXPERTS AND COUNSEL

Not Applicable.

ITEM 6.           INDEMNIFICATION OF DIRECTORS AND OFFICERS

         Section 145 of the Delaware General Corporation Law ("DGCL"), permits,
under certain circumstances, the indemnification of any person who was or is a
party or is threatened to be made a party to any threatened, pending or
completed action, suit, or proceeding, whether civil, criminal, administrative
or investigative (other than an action by or in the right of the corporation) by
reason of the fact that he is or was a director,


                                      II-2
<PAGE>


officer, employee or agent of the corporation, or is or was serving in a similar
capacity for another enterprise at the request of the corporation. To the extent
that a director, officer, employee or agent of the corporation has been
successful in defending any such proceeding, the DGCL provides that he shall be
indemnified against expenses (including attorneys' fees) actually and reasonably
incurred by him in connection therewith.

         With respect to a proceeding by or in the right of the corporation,
such person may be indemnified against expenses (including attorneys' fees),
actually and reasonably incurred, if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the
corporation. The DGCL provides, however, that indemnification shall not be
permitted in such a proceeding if such person is adjudged liable to the
corporation unless, and only to the extent that, the court, upon application,
determines, that he is entitled to indemnification under the circumstances. With
respect to proceedings other than those brought by or in the right of the
corporation, notwithstanding the outcome of such a proceeding, such person may
be indemnified against judgments, fines, and amounts paid in settlement, as well
as expenses, if he acted in good faith and in a manner he reasonably believed to
be in or not opposed to the best interests of the corporation and, with respect
to any criminal action, had no reason to believe his conduct was unlawful.
Except with respect to mandatory indemnification of expenses to successful
defendants as described in the preceding paragraph or pursuant to a court order,
the indemnification described in this paragraph may be made only upon a
determination in each specific case (i) by majority vote of the directors that
are not parties to the proceeding, even though less than a quorum, or (ii) if
there are no such directors, or if such directors so direct, by independent
legal counsel in a written opinion, or (iii) by the stockholders.

         The DGCL permits a corporation to advance expenses incurred by a
proposed indemnitee in advance of final disposition of the proceeding, provided
that the indemnitee undertakes to repay such advanced expenses if it is
ultimately determined that he is not entitled to indemnification. Also, a
corporation may purchase insurance on behalf of an indemnitee against any
liability asserted against him in his designated capacity, whether or not the
corporation itself would be empowered to indemnify him against such liability.

         The Company has adopted provisions in its Second Amended and Restated
Certificate of Incorporation and its Second Amended and Restated Bylaws that
provide for indemnification of its officers and directors to the maximum extent
permitted under the DGCL. In addition, the Board of Directors has voted to
extend indemnification rights to employees of the Company.

         As authorized by the DGCL, the Company's Second Amended and Restated
Certificate of Incorporation limits the liability of directors of the
Corporation for monetary damages. The effect of this provision is to eliminate
the rights of the Company and its stockholders (through stockholders' derivative
suits on behalf of the Company) to recover monetary damages against a director
for breach of the fiduciary duty of care as a director (including breaches
resulting from negligent or grossly negligent behavior)


                                      II-3
<PAGE>


except in certain limited situations. This provision does not limit or eliminate
the rights of the Company or any stockholder to seek non-monetary relief such as
an injunction or rescission in the event of a breach of a director's duty of
care. This provision will not alter the liability of directors under federal
securities laws.

         The Company has purchased an insurance policy which purports to insure
the officers and directors of the Corporation against certain liabilities
incurred by them in the discharge of their functions as such officers and
directors, except for liabilities resulting from their own malfeasance.

         The foregoing descriptions are general summaries only. Reference is
made to the full text of the Company's Second Amended and Restated Certificate
of Incorporation, filed with the Commission on August 12, 1997, as part of
Pre-Effective Amendment Number 1 to the Registration Statement on Form N-2 (File
No. 333-29943), and as amended by a certain Amendment No. 1 filed with the
Commission on March 29, 2000 as Exhibit 3.1 to the Company's Annual Report on
Form 10-K for the fiscal year ended December 31, 1999, and as further amended by
a certain Amendment No. 2 in the form filed with the Commission on April 5, 2000
as Appendix I to the Definitive Proxy Statement for the 2000 Annual Meeting, and
its Second Amended and Restated Bylaws, filed with the Commission on August 12,
1997, as part of Pre-Effective Amendment Number 1 to the Registration Statement
on Form N-2 (File No. 333-29943), which are incorporated herein by reference.

ITEM 7.           EXEMPTION FROM REGISTRATION CLAIMED

Not Applicable.

ITEM 8.           EXHIBITS

         The exhibits listed on the Exhibit Index on page II-9 of this
Registration Statement are filed herewith or are incorporated herein by
reference to other filings.

ITEM 9.           UNDERTAKINGS

         The 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;

                  (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


                                      II-4
<PAGE>


                  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 prospectus filed with the Commission
                  pursuant to Rule 424(b) if, in the aggregate, the changes in
                  volume and price represent no more than a 20% 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.

         PROVIDED, HOWEVER, that paragraphs (i) and (ii) do not apply if the
         registration statement is on Form S-3, Form S-8 or Form F-3, and 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 Commission by the Registrant pursuant to Section 13 or
         Section 15(d) of 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;

         4.       That, for purposes of determining any liability under the
         Securities Act, each filing of the Company'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 new securities at that time shall be deemed to be
         the initial BONA FIDE offering thereof.

         5.       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
         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







                                      II-5
<PAGE>


         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.


                                      II-6
<PAGE>


                                   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 the city of Bethesda, state of Maryland, on May 9, 2001.

                                 AMERICAN CAPITAL STRATEGIES, LTD.


                                 By:   /s/ John R. Erickson
                                       -------------------------------------
                                       John R. Erickson
                                       Executive Vice President, Secretary and
                                       Chief Financial Officer


         Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated:


<TABLE>
<CAPTION>

SIGNATURE                                   TITLE                                  DATE
---------                                   -----                                  ----
<S>                                         <C>                                    <C>

    *                                       Director, Chairman and Chief           May 9, 2001
--------------------------------            Executive Officer (Principal
Malon Wilkus                                Executive Officer)


    *                                       Director and Vice Chairman             May 9, 2001
--------------------------------
David Gladstone


    *                                       President, Chief Operating Officer     May 9, 2001
--------------------------------            and Director
Adam Blumenthal


                                            Executive Vice President, Chief        May 9, 2001
 /s/ JOHN R. ERICKSON                       Financial Officer and Secretary
--------------------------------            (Principal Accounting and Financial
John R. Erickson                            Officer)


    *                                       Director                               May 9, 2001
--------------------------------
Mary C. Baskin


</TABLE>



                                      II-7
<PAGE>


<TABLE>
<S>                                         <C>                                    <C>


    *                                       Director                               May 9, 2001
--------------------------------
Alvin N. Puryear


    *                                       Director                               May 9, 2001
--------------------------------
Neil M. Hahl


    *                                       Director                               May 9, 2001
--------------------------------
Philip R. Harper


    *                                       Director                               May 9, 2001
--------------------------------
Stan Lundine


    *                                       Director                               May 9, 2001
--------------------------------
Kenneth D. Peterson, Jr.


</TABLE>

<TABLE>

                          <S>                                                   <C>

                           * By:    /s/ John R. Erickson                        May 9, 2001
                                    --------------------------
                                    (Attorney-in-fact)
</TABLE>



                                      II-8
<PAGE>


                                  EXHIBIT INDEX

<TABLE>
<CAPTION>
EXHIBIT             DESCRIPTION
-------             -----------
<S>                 <C>
Exhibit 3.1         American Capital Strategies, Ltd. Second Amended and
                    Restated Certificate of Incorporation. Incorporated
                    herein by reference to Exhibit 2.a of the Pre-Effective
                    Amendment Number 1 to the Registration Statement on Form N-2
                    (File No. 333-29943) filed with the Commission on August
                    12, 1997, as amended by a certain Amendment No. 1 filed as
                    Exhibit 3.1 to the Company's Annual Report on Form 10-K for
                    the fiscal year ended December 31, 1999, filed with the
                    Commission on March 29, 2000, and as further amended by a
                    certain Amendment No. 2, in the form filed with the
                    Commission on April 5, 2000 as Appendix I to the Definitive
                    Proxy Statement for the 2000 Annual Meeting.

Exhibit 3.2         American Capital Strategies, Ltd. Second Amended and
                    Restated Bylaws. Incorporated herein by reference to Exhibit
                    2.b of the Pre-Effective Amendment Number 1 to the
                    Registration Statement on Form N-2 (File No. 333-29943)
                    filed on August 12, 1997.

Exhibit 4           American Capital Strategies, Ltd. 2000 Employee Stock Option
                    Plan, in the form filed with the Commission on April 5, 2000
                    as Appendix II to the Definitive Proxy Statement for the
                    2000 Annual Meeting.

Exhibit 5           Opinion of Arnold & Porter, filed herewith.

Exhibit 23.1        Consent of Arnold & Porter, included in the opinion filed as
                    Exhibit 5 hereto.

Exhibit 23.2        Consent of Ernst & Young LLP, filed herewith.

Exhibit 24          Powers of  Attorney of certain directors and officers of
                    American Capital Strategies, Ltd., filed herewith.

</TABLE>


                                      II-9
[{"type": "S-8", "sequence": "1", "filename": "a2048387zs-8.txt", "description": "S-8", "secsgml_size_bytes": 22759}]
{"company-data": {"conformed-name": "AMERICAN CAPITAL STRATEGIES LTD", "cik": "0000817473", "assigned-sic": "", "irs-number": "521451377"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-60518", "film-number": "1626984"}, "business-address": {"street1": "3 BETHESDA METRO CENTER", "street2": "14TH FL", "city": "BETHESDA", "state": "MD", "zip": "20814", "phone": "3019516122"}, "mail-address": {"street1": "3 BETHESDA METRO CENTER", "street2": "14TH FL", "city": "BETHESDA", "state": "MD", "zip": "20814"}}
As filed with the Securities and Exchange Commission on May 9, 2001
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                            ------------------------

                                    FORM S-8

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                        AMERICAN CAPITAL STRATEGIES, LTD.
             (Exact Name of registrant as specified in its charter)

              DELAWARE                                         52-1451377
              --------                                         ----------
 (State or other jurisdiction of                           (I.R.S. Employer
  incorporation or organization)                          Identification No.)

                       2 Bethesda Metro Center, 14th Floor
                            Bethesda, Maryland 20814
                            ------------------------
          (Address, including zip code, of principal executive offices)

        American Capital Strategies, Ltd. 2000 Employee Stock Option Plan
        -----------------------------------------------------------------
                            (Full title of the plan)

                                John R. Erickson
              Executive Vice President and Chief Financial Officer
                        American Capital Strategies, Ltd.
                       2 Bethesda Metro Center, 14th Floor
                            Bethesda, Maryland 20814
                                 (301) 951-6122
  (Name, address, including zip code, and telephone number including area code,
                             of agent for service)

                                    Copy to:
                              Samuel A. Flax, Esq.
                                Arnold & Porter
                              555 12th Street, N.W.
                             Washington, D.C. 20004
                                 (202) 942-5730
                              ---------------------

                         Calculation of Registration Fee
-----------------------------------------------------------------------------------------------------------------------------
   Title of securities to be    Amount to be registered   Proposed maximum      Proposed maximum     Amount of registration
           registered                                    offering price per    aggregate offering              fee
                                                             unit(1)(2)             price(2)
-----------------------------------------------------------------------------------------------------------------------------
Common Stock                 3,800,000                 $25.98              $98,724,000               $24,681
-----------------------------------------------------------------------------------------------------------------------------

-----------------------------------------------------------------------------------------------------------------------------
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 sold or offered pursuant to the employee benefit plan(s) described herein.

(1)   Calculated on the basis of the average of the high and low sale prices
of the Registrant's Common Stock as reported on May 4, 2001, on the Nasdaq
National Market which date is within 5 business days prior to the date of the
filing of this Registration Statement.
(2)   Estimated solely for the purpose of determining the registration fee
in accordance with Rule 457(h).
PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.           INCORPORATION OF DOCUMENTS BY REFERENCE

         The following documents filed by American Capital Strategies, Ltd.
("Registrant" or "Company") with the Securities and Exchange Commission
("Commission") under the Securities Act of 1933, as amended ("Securities Act")
or the Securities Exchange Act of 1934, as amended ("Exchange Act"), are
incorporated herein by reference:

         (a)      The Company's latest annual report on Form 10-K for the fiscal
                  year ended December 31, 2000, filed with the Commission on
                  April 2, 2001.

         (b)      The description of the common stock of the Company, par value
                  $0.01 per share ("Common Stock"), contained in a registration
                  statement on Form 8-A filed with the Commission by the
                  Registrant on August 27, 1997.

         All documents filed by the Registrant after the date of this
Registration Statement pursuant to Sections 13(a), 13(c), 14 and 15(d) of the
Exchange Act, prior to the filing of the post-effective amendment that indicates
that all Common Stock offered hereby has been sold or which deregisters such
Common Stock then remaining unsold, shall be deemed to be incorporated in this
Registration Statement by reference and shall be a part hereof from the date of
filing of such documents. Any statement contained in a document incorporated or
deemed to be incorporated by reference in this Registration Statement 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 in
this Registration Statement modifies or supersedes such statement. Any such
statement so modified or superseded shall not be deemed, except as so modified
or so superseded, to constitute a part of this Registration Statement.

ITEM 4.           DESCRIPTION OF SECURITIES

Not Applicable.

ITEM 5.           INTERESTS OF NAMED EXPERTS AND COUNSEL

Not Applicable.

ITEM 6.           INDEMNIFICATION OF DIRECTORS AND OFFICERS

         Section 145 of the Delaware General Corporation Law ("DGCL"), permits,
under certain circumstances, the indemnification of any person who was or is a
party or is threatened to be made a party to any threatened, pending or
completed action, suit, or proceeding, whether civil, criminal, administrative
or investigative (other than an action by or in the right of the corporation) by
reason of the fact that he is or was a director,

                                      II-2
officer, employee or agent of the corporation, or is or was serving in a similar
capacity for another enterprise at the request of the corporation. To the extent
that a director, officer, employee or agent of the corporation has been
successful in defending any such proceeding, the DGCL provides that he shall be
indemnified against expenses (including attorneys' fees) actually and reasonably
incurred by him in connection therewith.

         With respect to a proceeding by or in the right of the corporation,
such person may be indemnified against expenses (including attorneys' fees),
actually and reasonably incurred, if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the
corporation. The DGCL provides, however, that indemnification shall not be
permitted in such a proceeding if such person is adjudged liable to the
corporation unless, and only to the extent that, the court, upon application,
determines, that he is entitled to indemnification under the circumstances. With
respect to proceedings other than those brought by or in the right of the
corporation, notwithstanding the outcome of such a proceeding, such person may
be indemnified against judgments, fines, and amounts paid in settlement, as well
as expenses, if he acted in good faith and in a manner he reasonably believed to
be in or not opposed to the best interests of the corporation and, with respect
to any criminal action, had no reason to believe his conduct was unlawful.
Except with respect to mandatory indemnification of expenses to successful
defendants as described in the preceding paragraph or pursuant to a court order,
the indemnification described in this paragraph may be made only upon a
determination in each specific case (i) by majority vote of the directors that
are not parties to the proceeding, even though less than a quorum, or (ii) if
there are no such directors, or if such directors so direct, by independent
legal counsel in a written opinion, or (iii) by the stockholders.

         The DGCL permits a corporation to advance expenses incurred by a
proposed indemnitee in advance of final disposition of the proceeding, provided
that the indemnitee undertakes to repay such advanced expenses if it is
ultimately determined that he is not entitled to indemnification. Also, a
corporation may purchase insurance on behalf of an indemnitee against any
liability asserted against him in his designated capacity, whether or not the
corporation itself would be empowered to indemnify him against such liability.

         The Company has adopted provisions in its Second Amended and Restated
Certificate of Incorporation and its Second Amended and Restated Bylaws that
provide for indemnification of its officers and directors to the maximum extent
permitted under the DGCL. In addition, the Board of Directors has voted to
extend indemnification rights to employees of the Company.

         As authorized by the DGCL, the Company's Second Amended and Restated
Certificate of Incorporation limits the liability of directors of the
Corporation for monetary damages. The effect of this provision is to eliminate
the rights of the Company and its stockholders (through stockholders' derivative
suits on behalf of the Company) to recover monetary damages against a director
for breach of the fiduciary duty of care as a director (including breaches
resulting from negligent or grossly negligent behavior)

                                      II-3
except in certain limited situations. This provision does not limit or eliminate
the rights of the Company or any stockholder to seek non-monetary relief such as
an injunction or rescission in the event of a breach of a director's duty of
care. This provision will not alter the liability of directors under federal
securities laws.

         The Company has purchased an insurance policy which purports to insure
the officers and directors of the Corporation against certain liabilities
incurred by them in the discharge of their functions as such officers and
directors, except for liabilities resulting from their own malfeasance.

         The foregoing descriptions are general summaries only. Reference is
made to the full text of the Company's Second Amended and Restated Certificate
of Incorporation, filed with the Commission on August 12, 1997, as part of
Pre-Effective Amendment Number 1 to the Registration Statement on Form N-2 (File
No. 333-29943), and as amended by a certain Amendment No. 1 filed with the
Commission on March 29, 2000 as Exhibit 3.1 to the Company's Annual Report on
Form 10-K for the fiscal year ended December 31, 1999, and as further amended by
a certain Amendment No. 2 in the form filed with the Commission on April 5, 2000
as Appendix I to the Definitive Proxy Statement for the 2000 Annual Meeting, and
its Second Amended and Restated Bylaws, filed with the Commission on August 12,
1997, as part of Pre-Effective Amendment Number 1 to the Registration Statement
on Form N-2 (File No. 333-29943), which are incorporated herein by reference.

ITEM 7.           EXEMPTION FROM REGISTRATION CLAIMED

Not Applicable.

ITEM 8.           EXHIBITS

         The exhibits listed on the Exhibit Index on page II-9 of this
Registration Statement are filed herewith or are incorporated herein by
reference to other filings.

ITEM 9.           UNDERTAKINGS

         The 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;

                  (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

                                      II-4
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 prospectus filed with the Commission
                  pursuant to Rule 424(b) if, in the aggregate, the changes in
                  volume and price represent no more than a 20% 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.

         PROVIDED, HOWEVER, that paragraphs (i) and (ii) do not apply if the
         registration statement is on Form S-3, Form S-8 or Form F-3, and 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 Commission by the Registrant pursuant to Section 13 or
         Section 15(d) of 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;

         4.       That, for purposes of determining any liability under the
         Securities Act, each filing of the Company'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 new securities at that time shall be deemed to be
         the initial BONA FIDE offering thereof.

         5.       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
         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

                                      II-5
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.

                                      II-6
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 the city of Bethesda, state of Maryland, on May 9, 2001.

                                 AMERICAN CAPITAL STRATEGIES, LTD.

                                 By:   /s/ John R. Erickson
                                       -------------------------------------
                                       John R. Erickson
                                       Executive Vice President, Secretary and
                                       Chief Financial Officer

         Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated:
SIGNATURE                                   TITLE                                  DATE
---------                                   -----                                  ----
*                                       Director, Chairman and Chief           May 9, 2001
--------------------------------            Executive Officer (Principal
Malon Wilkus                                Executive Officer)

    *                                       Director and Vice Chairman             May 9, 2001
--------------------------------
David Gladstone

    *                                       President, Chief Operating Officer     May 9, 2001
--------------------------------            and Director
Adam Blumenthal

                                            Executive Vice President, Chief        May 9, 2001
 /s/ JOHN R. ERICKSON                       Financial Officer and Secretary
--------------------------------            (Principal Accounting and Financial
John R. Erickson                            Officer)

    *                                       Director                               May 9, 2001
--------------------------------
Mary C. Baskin
II-7
*                                       Director                               May 9, 2001
--------------------------------
Alvin N. Puryear

    *                                       Director                               May 9, 2001
--------------------------------
Neil M. Hahl

    *                                       Director                               May 9, 2001
--------------------------------
Philip R. Harper

    *                                       Director                               May 9, 2001
--------------------------------
Stan Lundine

    *                                       Director                               May 9, 2001
--------------------------------
Kenneth D. Peterson, Jr.
* By:    /s/ John R. Erickson                        May 9, 2001
                                    --------------------------
                                    (Attorney-in-fact)
II-8
EXHIBIT INDEX
EXHIBIT             DESCRIPTION
-------             -----------
Exhibit 3.1         American Capital Strategies, Ltd. Second Amended and
                    Restated Certificate of Incorporation. Incorporated
                    herein by reference to Exhibit 2.a of the Pre-Effective
                    Amendment Number 1 to the Registration Statement on Form N-2
                    (File No. 333-29943) filed with the Commission on August
                    12, 1997, as amended by a certain Amendment No. 1 filed as
                    Exhibit 3.1 to the Company's Annual Report on Form 10-K for
                    the fiscal year ended December 31, 1999, filed with the
                    Commission on March 29, 2000, and as further amended by a
                    certain Amendment No. 2, in the form filed with the
                    Commission on April 5, 2000 as Appendix I to the Definitive
                    Proxy Statement for the 2000 Annual Meeting.

Exhibit 3.2         American Capital Strategies, Ltd. Second Amended and
                    Restated Bylaws. Incorporated herein by reference to Exhibit
                    2.b of the Pre-Effective Amendment Number 1 to the
                    Registration Statement on Form N-2 (File No. 333-29943)
                    filed on August 12, 1997.

Exhibit 4           American Capital Strategies, Ltd. 2000 Employee Stock Option
                    Plan, in the form filed with the Commission on April 5, 2000
                    as Appendix II to the Definitive Proxy Statement for the
                    2000 Annual Meeting.

Exhibit 5           Opinion of Arnold & Porter, filed herewith.

Exhibit 23.1        Consent of Arnold & Porter, included in the opinion filed as
                    Exhibit 5 hereto.

Exhibit 23.2        Consent of Ernst & Young LLP, filed herewith.

Exhibit 24          Powers of  Attorney of certain directors and officers of
                    American Capital Strategies, Ltd., filed herewith.
II-9