Ownership Submission
FORM 3
 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
  BINDER SCOTT S
 2. Date of Event Requiring Statement (Month/Day/Year)
05/26/2009		 3. Issuer Name and Ticker or Trading Symbol
ALLIED CAPITAL CORP [ALD]
(Last)
(First)
(Middle)
1919 PENNSYLVANIA AVENUE, NW		 4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Managing Director
 5. If Amendment, Date Original Filed(Month/Day/Year)
(Street)

WASHINGTON, DC 20006		 6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Beneficially Owned
1.Title of Security
(Instr. 4)		 2. Amount of Securities Beneficially Owned
(Instr. 4)		 3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)		 4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Common Stock 252,535
D
 
Common Stock 15,273
I
by IRA
Common Stock 20,000
I
by Charitable Remainder Trust
Common Stock 3,706
I
by 401(k)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 4)		 2. Date Exercisable and Expiration Date
(Month/Day/Year)		 3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)		 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)		 6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Incentive Stock Option (right to buy)   (1) 03/11/2014 Common Stock 6,900 $ 28.98 D  
Non-Qualified Stock Option (right to buy)   (1) 03/11/2014 Common Stock 43,100 $ 28.98 D  
Incentive Stock Option (right to buy)   (2) 08/03/2015 Common Stock 3,635 $ 27.51 D  
Non-Qualified Stock Option (right to buy)   (2) 08/03/2015 Common Stock 46,365 $ 27.51 D  
Incentive Stock Option (right to buy)   (3) 05/15/2014 Common Stock 3,380 $ 29.58 D  
Non-Qualified Stock Option (right to buy)   (3) 05/15/2014 Common Stock 136,120 $ 29.58 D  
Incentive Stock Option (right to buy)   (4) 02/01/2015 Common Stock 8,710 $ 22.96 D  
Non-Qualified Stock Option (right to buy)   (4) 02/01/2015 Common Stock 241,290 $ 22.96 D  
Incentive Stock Option (right to buy)   (5) 03/03/2016 Common Stock 50 $ 0.73 D  
Non-Qualified Stock Option (right to buy)   (5) 03/03/2016 Common Stock 799,950 $ 0.73 D  

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
BINDER SCOTT S
1919 PENNSYLVANIA AVENUE, NW
WASHINGTON, DC 20006		       Managing Director  

Signatures

s/s Scott S. Binder 06/02/2009
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 5(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) The March 11, 2004 option grant vested evenly over a four-year period commencing on June 30, 2004.
(2) The August 3, 2005 option grant vested in three equal installments on 6/30/06, 6/30/07 and 6/30/08
(3) The May 15, 2007 option grant vests in three equal installments on 06/30/07, 06/30/08 and 06/30/09.
(4) The February 1, 2008 option grant vests in three equal installments on 06/30/09, 06/30/10 and 06/30/11.
(5) The March 3, 2009 option grant vests in three equal installments on 06/30/09, 06/30/10 and 06/30/11.

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