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                                  SCHEDULE 14A
                                 (RULE 14A-101)
 
                    INFORMATION REQUIRED IN PROXY STATEMENT
 
                            SCHEDULE 14A INFORMATION
          PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
                     EXCHANGE ACT OF 1934 (AMENDMENT NO.  )
 
Filed by the Registrant /X/
 
Filed by a Party other than the Registrant / /
 
Check the appropriate box:
 
/X/ Preliminary Proxy Statement             / / Confidential, for Use of the
                                                Commission Only (as permitted by
                                                Rule 14a-6(e)(2))
 
/ / Definitive Proxy Statement
 
/ / Definitive Additional Materials
 
/ / Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12

                       Allied Capital Lending Corporation 
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                (Name of Registrant as Specified in Its Charter)
 
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    (Name of Person(s) Filing Proxy Statement, if other than the Registrant)
 
Payment of Filing Fee (Check the appropriate box):
 
/X/ $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(i)(2) or
    Item 22(a)(2) of Schedule 14A.
 
/ / $500 per each party to the controversy pursuant to Exchange Act Rule
    14a-6(i)(3).
 
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
 
(1) Title of each class of securities to which transaction applies:

                   Common Stock 
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(2) Aggregate number of securities to which transaction applies:
 
                    4,377,334
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(3) Per unit price or other underlying value of transaction computed pursuant to
    Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is
    calculated and state how it was determined):

                     N/A 
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(4) Proposed maximum aggregate value of transaction:

                     N/A 
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(5) Total fee paid:
 
                     $125
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/ / Fee paid previously with preliminary materials.
 
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/ / Check box if any part of the fee is offset as provided by Exchange Act Rule
    0-11(a)(2) and identify the filing for which the offsetting fee was paid
    previously. Identify the previous filing by registration statement number,
    or the form or schedule and the date of its filing.
 
(1) Amount previously paid:
 
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(2) Form, schedule or registration statement no.:
 
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(4) Date filed:
 
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                       ALLIED CAPITAL LENDING CORPORATION

                   NOTICE OF SPECIAL MEETING OF STOCKHOLDERS


To the Stockholders:

     NOTICE IS HEREBY GIVEN that a Special Meeting of Stockholders of Allied
Capital Lending Corporation (the "Company") will be held in the Severn Room of
the Hyatt Regency Hotel, One Bethesda Metro Center in Bethesda, Maryland, on
Thursday, November 9, 1995, at 2:00 p.m. Eastern Time.  The purpose of the
Special Meeting is to consider and act upon the following proposals, and to
transact such other business as may properly come before the Special Meeting or
any adjournment thereof:

     1.   To amend the investment objective of the Company to clarify and more
          concisely describe this objective as seeking to achieve a high level
          of current income.

     2.   To amend an investment policy of the Company so as to allow the
          Company to make other types of investments in addition to originating
          and holding loans that are at least partially guaranteed by the U.S.
          Government.

     The Board of Directors of the Company has fixed the close of business on
Friday, September 22, 1995, as the record date for the determination of
stockholders entitled to notice of, and to vote at, the Meeting and any
adjournments thereof.  The Company's stock transfer books will not be closed.


                                    By order of the Board of Directors,




                                    Thomas R. Salley
                                    Secretary
September 29, 1995





                            YOUR VOTE IS IMPORTANT.

                    PLEASE RETURN YOUR PROXY CARD PROMPTLY.





AS A STOCKHOLDER OF THE COMPANY, YOU ARE INVITED TO ATTEND THE MEETING, EITHER
IN PERSON OR BY PROXY. IF YOU THINK YOU MAY BE UNABLE TO ATTEND THE MEETING IN
PERSON, PLEASE COMPLETE, SIGN, DATE, AND RETURN THE ENCLOSED PROXY CARD IN THE
POSTAGE-PREPAID ENVELOPE PROVIDED. YOUR PROMPT RETURN OF THE PROXY CARD WILL
HELP ASSURE THAT A QUORUM, WHICH IS REQUIRED TO CONDUCT BUSINESS, IS  PRESENT
AT THE MEETING AND WILL AVOID ADDITIONAL EXPENSES TO THE COMPANY IN CONNECTION
WITH FURTHER SOLICITATION OF PROXIES. MAILING YOUR PROXY CARD WILL NOT PREVENT
YOU FROM ATTENDING THE MEETING AND VOTING YOUR SHARES IN PERSON, IF YOU LATER
CHOOSE TO DO SO.
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                       ALLIED CAPITAL LENDING CORPORATION
                                      C/O
                         ALLIED CAPITAL ADVISERS, INC.
                        1666 K STREET, N.W., NINTH FLOOR
                            WASHINGTON, D.C.  20006


                                PROXY STATEMENT


     This Proxy Statement is furnished in connection with the solicitation of
proxies by the Board of Directors of Allied Capital Lending Corporation, a
Maryland corporation ("Allied Lending" or the "Company"), for use at a Special
Meeting of Stockholders (the "Meeting") to be held at 2:00 p.m. Eastern Time on
Thursday, November 9, 1995 in the Severn Room of the Hyatt Regency Hotel, One
Bethesda Metro Center in Bethesda, Maryland, and at any adjournments thereof.
This Proxy Statement and the accompanying proxy card are first being sent to
stockholders on or about September 29, 1995.

     If the accompanying proxy card is properly signed and dated and is
received in time for the Meeting, those shares held of record by you (e.g.,
those shares registered directly in your name) will be voted as specified on
that proxy card.  If no instructions are given on that proxy card, the shares
covered thereby will be voted FOR the proposals listed in the accompanying
Notice of Special Meeting of Stockholders (the "Notice").  Stockholders of
record may revoke a proxy at any time before it is exercised by so notifying
the Secretary of the Company in writing at the above address, by submitting a
properly executed, later-dated proxy, or by voting in person at the Meeting.
Any stockholder of record attending the Meeting may vote in person whether or
not he or she has previously executed and returned a proxy card.  If your
shares are held for your account by a broker, bank or other institution, or
nominee ("Broker Shares"), you may vote such shares at the Meeting only if you
obtain proper written authority from your institution or nominee that you
present at the Meeting.

VOTING

     On September 22, 1995, there were 4,377,334 shares of the Company's common
stock outstanding.  The stockholders entitled to vote at the Meeting are those
of record as of the close of business on that date.  Each share of the
Company's common stock is entitled to one vote.  Allied Capital Corporation
("Allied I"), which owns approximately 28.5% of the shares entitled to vote at
the Meeting, has agreed to vote its shares, on all matters on which
stockholders are required to or permitted to vote, only in the same proportion
as the shares voted by the Company's other stockholders.

     A majority of the shares entitled to vote at the Meeting constitutes a
quorum.  If a share is represented in person or by proxy for any purpose at the
Meeting, it is deemed to be present for quorum purposes.  Abstentions and
Broker Shares that are voted at the Meeting are included in determining the
presence of a quorum for the transaction of business at the commencement of the
Meeting and on those matters for which the broker, nominee, or fiduciary has
authority to vote.  In the event that a quorum is not present at the Meeting,
or in the event that a quorum is present but sufficient votes to approve a
proposal are not received, the persons named as proxies may propose one or more
adjournments of the Meeting to permit further solicitation of proxies.  Any
such adjournment will require the affirmative vote of a majority of the shares
represented at the Meeting in person or by proxy.  The persons named as proxies
will vote those proxies for such adjournment unless marked to be voted against
any proposal for which an adjournment is sought to permit further solicitation
of proxies.  Prior to any such adjournment, stockholder action may be taken to
transact such other business as may properly come before the Meeting if
sufficient affirmative votes have been received.
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     Approval of the proposed amendment to the investment objective of the
Company requires the affirmative vote of the holders of a majority of the shares
represented at the Meeting in person or by proxy.  Approval of the proposed
amendment to an investment policy of the Company requires the affirmative vote
of the holders of at least 67% of the shares represented at the Meeting if more
than 50% of the Company's outstanding shares are represented at the Meeting in
person or by proxy, or the affirmative vote of the holders of at least a
majority of the shares entitled to vote at the Meeting, whichever is less.  In
the absence of definitive authority under Maryland corporate law, votes that
are withheld, abstentions, and Broker Shares which the broker, nominee, or
fiduciary has no authority to vote on such matter will not be included in
determining the number of votes cast regarding such matter but may be included
in the shares represented at the Meeting if such shares were voted on other
matters, which may make it more difficult to obtain the requisite level of
stockholder approval of certain proposals.

INFORMATION REGARDING THIS SOLICITATION

     The expense of the Company's solicitation of proxies for the Meeting,
including the cost of preparing, printing, and mailing this Proxy Statement and
the accompanying Notice and proxy card, will be borne by the Company.  The
Company will request that brokers, nominees, fiduciaries and other persons
holding shares in their names for others forward this Proxy Statement and the
form of proxy to their principals and request authority for the execution of
such proxy.  The Company will reimburse such persons for their expenses in so
doing.

     In addition to the solicitation of proxies by the use of the mails,
proxies may be solicited in person and by telephone, facsimile transmission, or
telegram by Directors or officers of the Company or by regular employees of
Allied Capital Advisers, Inc.  ("Advisers"), the Company's investment adviser,
without special compensation therefor, or by a proxy solicitor.  The Company
expects to retain Shareholder Communications Corporation to aid in the
solicitation of proxies for the Meeting at an estimated fee of $3,500 plus
reimbursement of out-of-pocket expenses.

BENEFICIAL OWNERSHIP OF COMMON STOCK

     As of September 22, 1995, there were 4,377,334 shares of common stock
outstanding.  The following table sets forth information as of such date with
respect to the beneficial ownership of the Company's common stock by each
person known by the Company to own beneficially more than 5% of such shares, by
each Director of the Company, and by all Directors and officers of the Company
as a group.



                                                Total Number of Shares           Percent of Shares
     Name of Beneficial Owner                       Beneficially Owned                 Outstanding
     ------------------------                       ------------------                 -----------

                                                                                      
     Allied Capital Corporation                           1,244,914                         28.5%
     1666 K Street, N.W., Ninth Floor
     Washington, D.C.  20006

     David Gladstone (1)                                     28,194                          *

     George C. Williams (2)                                  23,028                          *

     Katherine C. Marien (3)                                 35,239                          *

     Jon W. Barker                                              227                          *

     Eleanor Deane Bierbower                                  1,064                          *

     Robert V. Fleming II                                       408                          *





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                                                Total Number of Shares           Percent of Shares
     Name of Beneficial Owner                       Beneficially Owned                 Outstanding
     ------------------------                       ------------------                 -----------

                                                                                      
     Anthony T. Garcia                                        6,839                          *

     Frank L. Langhammer                                        408                          *

     Arthur H. Keeney III                                         0                          *

     All Directors and officers as a                        255,797                          5.6%
     group (21 in number) (4)

     -

     *  The percentage of shares deemed beneficially owned does not exceed 1%
     of the shares deemed to be outstanding for the purpose of computing this
     percentage.

     (1)  Included in the total number of shares deemed beneficially owned by
     Mr. Gladstone are 19,998 shares underlying unexercised stock options that
     are exercisable within 60 days of September 22, 1995.

     (2)  Included in the total number of shares deemed beneficially owned by
     Mr. Williams are 13,332 shares underlying unexercised stock options that
     are exercisable within 60 days of September 22, 1995.  

     (3)  Included in the total number of shares deemed beneficially owned by 
     Ms. Marien are 33,330 shares underlying unexercised stock options that 
     are exercisable within 60 days of September 22, 1995.

     (4)  Included in the total number of shares deemed beneficially owned by
     all Directors and officers as a group are 219,978 shares underlying
     unexercised stock options that are exercisable within 60 days of
     September 22, 1995.

THE PROPOSALS

     The Board of Directors of the Company (the "Board") believes that gaining
the flexibility to participate in other SBA loan programs (i.e., without
government guarantees), as well as to originate non-SBA related loans, is in
the best interests of the Company and its stockholders.  The Board has adopted
a resolution to seek stockholder approval to amend the investment objective and
the applicable investment policy of the Company, as described herein.

BACKGROUND

     Since 1977, the Company has engaged in the business of making loans to
small, private businesses through the general business loan program authorized
by Section 7(a) of the Small Business Investment Act of 1958, as amended, and
administered by the U.S. Small Business Administration (the "SBA").  Under the
"SBA 7(a) program," 70-90% of the principal amount of, and interest accrued on,
qualifying "7(a) loans" historically have carried an SBA guaranty which is
backed by the full faith and credit of the U.S.  Government.  In its 1993
initial public offering prospectus and a 1994 secondary offering prospectus,
the Company acknowledged that its business then consisted of making loans that
are partially guaranteed by the SBA, and represented that it would seek
stockholder approval before making any investments (except temporary
investments) in securities other than those at least partially guaranteed by
the SBA.

     Recent changes in the 7(a) loan program have limited the size of the loan
that the SBA will guarantee, and have decreased the percentage of principal and
interest covered by the guaranty in many 





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instances.  In response to these changes, the Company has researched
alternative SBA loan programs that could provide a similar income stream to
stockholders while allowing the Company to participate in larger investments. 
The "SBA 504 program," described below, and companion loans to the Company's
7(a) loans and guaranteed loans under the SBA 504 program, also described
below, meet this criteria profile.  In addition, the Company believes that
other loan opportunities exist, outside of SBA programs altogether, which could
provide rates of return similar to those received by the Company in the past
and which could do so with comparable levels of risk.  As a business
development company under the federal securities laws, the Company is permitted
to make a wide variety of investments, as described below.

     As a lender that limits its business to making loans that are at least
partially guaranteed by the SBA, Allied Lending currently is exposed to the
possibility that Congress may eliminate funding for, reduce the scope of, or
otherwise severely downsize the SBA's guaranteed loan programs.  By expressly
expanding its investment policy to allow participation in other SBA loan
programs, as well as origination of non-SBA related loans, the Company would be
less dependent on the SBA and its requirement for annual Congressional
appropriations, and the Company would be able to expand its "product line" and
thereby meet the evolving needs of the market for its small business financing
capabilities.

                                 *     *     *

1.   PROPOSAL TO AMEND THE INVESTMENT OBJECTIVE OF THE COMPANY TO CLARIFY AND
MORE CONCISELY DESCRIBE THIS OBJECTIVE AS SEEKING TO ACHIEVE A HIGH LEVEL OF
CURRENT INCOME

     The Board has approved subject to stockholder approval, and recommends
that stockholders of the Company approve, the amendment of the Company's
investment objective to make it clear that its goal is the achievement of a
high level of current income.  The purpose of this change is to avoid any
uncertainty as to the ability of the Company to pursue a range of investment
policies in the area of small business loans, including the one described
below.

     The Company believes that stockholder approval for this proposed amendment
to the investment objective is not required by the federal securities laws.
However, the Company believes it is appropriate to submit the matter to
stockholder vote in light of the corresponding amendment to an investment
policy being submitted for such approval together herewith (see below).  If a
negative vote is obtained on this proposal to amend the investment objective,
then the Board will consider the appropriate action to be taken in this regard.

     PROPOSED AMENDED INVESTMENT OBJECTIVE.  The Company has represented in the
1993 Prospectus for its initial public offering and in the 1994 Prospectus for
a secondary offering (the latter in the form of a distribution of its shares to
stockholders of Allied I) that:

     "The investment objective of the Company is to achieve a high current
     income by providing small, privately-owned businesses with loans that are
     guaranteed to the extent of 70% to 90% by the SBA."

     If the proposal to amend this investment objective is approved by the
stockholders, the investment objective would be as follows:





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     "The investment objective of the Company is to achieve a high level of
     current income."

     THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE FOR THE PROPOSAL TO AMEND
THE INVESTMENT OBJECTIVE OF THE COMPANY TO CLARIFY AND MORE CONCISELY DESCRIBE
THIS OBJECTIVE AS SEEKING TO ACHIEVE A HIGH LEVEL OF CURRENT INCOME.

                                 *     *     *

2.   PROPOSAL TO AMEND AN INVESTMENT POLICY OF THE COMPANY SO AS TO ALLOW THE
COMPANY TO MAKE OTHER TYPES OF INVESTMENTS IN ADDITION TO ORIGINATING AND
HOLDING LOANS THAT ARE AT LEAST PARTIALLY GUARANTEED BY THE U.S. GOVERNMENT

     The Board has approved subject to stockholder approval, and recommends
that stockholders of the Company approve, the amendment of one of the Company's
investment policies so as to allow the Company to make other types of
investments in addition to originating and holding loans that are at least
partially guaranteed by the U.S. Government.  The purpose of this change would
be to make the Company's business less vulnerable to possible changes in the
scope and size of U.S. Government-sponsored programs in which the Company
currently participates.

     PROPOSED AMENDED INVESTMENT POLICY.  The Company has represented in the
1993 prospectus for its initial public offering and the 1994 prospectus for a
secondary offering (the latter in the form of a distribution of its shares to
stockholders of Allied I) that the following investment policy will not be
changed unless authorized by the vote of a majority of its outstanding voting
securities:

     "Allied Lending's primary business function is to make loans to small
     businesses that it deems credit worthy, but only to companies that qualify
     for a SBA guarantee.  Allied Lending may concentrate its loans in a
     particular industry, although it has never done so in the past."

     If the proposal to amend this investment policy is approved by the
stockholders, the investment policy would be as follows:

     "Allied Lending's primary business function is to make loans to small
     businesses that it deems credit worthy.  Allied Lending may concentrate
     its loans in a particular industry, although it has never done so in the
     past."

     THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE FOR THE PROPOSAL TO AMEND
AN INVESTMENT POLICY OF THE COMPANY SO AS TO ALLOW THE COMPANY TO MAKE OTHER
TYPES OF INVESTMENTS IN ADDITION TO ORIGINATING AND HOLDING LOANS THAT ARE AT
LEAST PARTIALLY GUARANTEED BY THE U.S. GOVERNMENT.

                                 *     *     *

EFFECT OF STOCKHOLDER APPROVAL

     As represented in its prospectuses, the Company currently may not make any
investments (except temporary investments) in securities other than loans at
least partially guaranteed by the SBA unless authorized by the SBA and the vote
of a majority of the Company's outstanding voting securities.  The proposed
amendment to the investment policy would allow the Company to make such non-SBA
guaranteed investments in small businesses that the Board determines to be in
the best interest of the Company and that 





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are permitted under SBA and other government regulation.  The Board believes
that the greater flexibility provided by the amended investment policy would
allow it to develop (on more than a temporary investment basis, as currently
required) alternative lines of business, still within its primary business
function of small business lending, prior to any further changes in
federal policy toward SBA-guaranteed loan programs.

     If the proposals to amend the Company's investment objective and one of
its investment policies  are both approved by stockholders, Allied Lending will
be able to make other investments in addition to SBA-guaranteed loans, as long
as such investments remain within business development company ("BDC")
investment limitations, as described below, and are consistent with the
Company's investment objective and other investment policies.

BUSINESS DEVELOPMENT COMPANY LIMITATIONS

     The Small Business Investment Incentive Act of 1980 included certain
amendments (the "1980 Amendments") to the Investment Company Act of 1940, as
amended (the "1940 Act"), permitting certain types of closed-end management
investment companies to elect to be regulated as a BDC rather than as a
registered investment company under the 1940 Act.  Prior to its initial public
offering in 1993, the Company filed an election with the U.S. Securities and
Exchange Commission (the "SEC") to be regulated as a BDC.  The Company's status
as a BDC does not in any way restrict its permissible investments to
originating and holding government-guaranteed loans.

     Among the limitations imposed by the 1980 Amendments is a provision
prohibiting a BDC from acquiring any asset other than Qualifying Assets unless,
at the time the acquisition is made, Qualifying Assets represent at least 70%
of the value of the BDC's total assets.  The principal categories of Qualifying
Assets relevant to the business of the Company are the following:

(1)  Securities purchased in transactions not involving any public offering
     from the issuer of such securities, which issuer is an eligible portfolio
     company.  An eligible portfolio company is defined in the 1980 Amendments
     as any issuer that:

     (i)       is organized under the laws of, and has its principal place of
               business in, the United States;

     (ii)      is not an investment company; and

     (iii)     does not have any class of securities with respect to which a
               broker may extend margin credit.

(2)  Cash, cash items, government securities, or high quality debt securities
     maturing in one year or less from the time of investment.

     In addition, a BDC must have been organized (and have its principal place
of business) in the United States for the purpose of making investments in the
types of securities described in (1) above and, in order to count the
securities as a Qualifying Asset for the purpose of the 70% test, the BDC must
make available to the issuer of the securities significant managerial
assistance.  Making available managerial assistance means, among other things,
any arrangement whereby the BDC, through its directors, officers, or employees,
offers to provide and, if accepted, does so provide, significant guidance and
counsel concerning the management, operations, or business objectives and
policies of a portfolio company.

     Under the 1980 Amendments, once the Company has elected to be regulated as
a BDC, it may not change the nature of its business so as to cease to be, or
withdraw its election as, a BDC unless authorized by vote of a majority, as
defined in the 1940 Act, of the Company's voting securities.





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THE SBA 7(a) GUARANTEED LOAN PROGRAM AND THE SBA 504 CERTIFIED DEVELOPMENT
COMPANY PROGRAM

THE SBA

     The SBA is an agency within the executive branch of the U.S. Government
that was created by act of Congress to protect and assist small business.  The
SBA's mission is to stimulate and foster economic development through small
business.  The agency has more than 100 offices across the nation and a
permanent staff of nearly 4000 employees.

THE SBA 7(a) GUARANTEED LOAN PROGRAM--PROGRAM DESCRIPTION

     Allied Lending currently participates in the 7(a) guaranteed loan program,
which is the most widely used loan program offered by the SBA.  This program is
designed to provide funds to existing or beginning businesses for almost any
legitimate business purpose, including land and building acquisition,
construction, machinery and equipment purchases, inventory purchases, debt
refinancing, or working capital needs.  Under this program, participating
lenders, such as Allied Lending, provide the financing to a small concern, and
the SBA guarantees a portion of the amount financed.  The guaranteed loan
program facilitates the leveraging of SBA's appropriated funds with
private-sector capital.  In 1994 and 1993, respectively, Allied Lending
originated loans aggregating $44 million and $30 million through this program.

     The SBA has guaranteed up to 90% of any qualified loan up to $155,000,
regardless of maturity, up to 85% of any loan over $155,000 with a maturity up
to 10 years, and up to 75% of any loan over $155,000 with a maturity over 10
years.  Prior to January 1, 1995, the maximum guarantee for any single borrower
was $750,000 and, therefore, the maximum aggregate of loans to any one borrower
with a 75% guarantee was $1,000,000.  The average size of loans originated by
Allied Lending over the past two years has approximated $500,000.  Effective
January 1, 1995, the SBA reduced the maximum loan size under the 7(a) program
to $500,000 in an effort to conserve funds available for this program and to
provide assistance to as many borrowers as possible.  Current legislation,
which would restore the program to parameters similar to those in place before
the loan limits were imposed in January, is currently being considered by
Congress.

7(a) LOAN SECURITIZATION AND THE SECONDARY MARKET

     SBA regulations permit lenders to sell the guaranteed portions of loans to
investors, without recourse.  A lender in the guaranteed loan program can
significantly increase its profits on SBA guaranteed loans through the sale of
the guaranteed portion to outside investors.  An active secondary market exists
for SBA guaranteed loans, and substantial earnings can be generated by taking
part in it.  The lender can sell the guaranteed portion of an individual loan,
or of a group of loans, directly to an investor; it can sell through a broker,
or it can sell to an organization which pools loans with similar
characteristics for sale to institutional investors.  For the past three years,
Allied Lending has been an active participant in sales to the secondary market.
In 1994, Allied Lending sold guaranteed portions of loans aggregating $29
million and generating gains on sales of $2.3 million.  The secondary market
provides an excellent means for a lender in the 7(a) program to finance the
origination of loans and to generate a gain which results from the sale and
retained servicing rights.

THE SBA 504 CERTIFIED DEVELOPMENT COMPANY PROGRAM--PROGRAM DESCRIPTION

     Allied Lending has recently developed a mechanism in order to generate
loans under the SBA's 504 Certified Development Company Program or the "504
program" and has in fact originated such loans.  Established in 1980, the 504
program provides a source of long-term  financing of fixed assets for
profitable, expanding small businesses whose net worth does not exceed $6
million and two-year average net income does not exceed $2 million.  Only
owner-users qualify for financing under this program.





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   10
     The 504 program is administered through certified development companies
("CDCs") which are licensed by the SBA.  These non-profit organizations can be
sponsored either by private interests or by state and local governments.  There
are more than 400 CDCs across the country.

     The 504 program offers borrowers access to 90% financing for the purchase
of fixed assets.  Qualifying transactions include: the purchase of the land and
construction of a building on the land; the purchase of an existing building;
the modernization, expansion, or renovation of existing land and buildings; or
the purchase of major equipment.

     Originating a loan in the 504 program requires the participation of a
private lender, such as Allied Lending, a CDC, and the entrepreneur.  A typical
504 project is structured as follows:

     1.   The entrepreneur provides 10% of the project cost in new equity
          capital.

     2.   The private lender, such as Allied Lending, provides senior financing
          for 50% of the project cost.

     3.   The CDC, through the SBA, provides a guaranteed debenture for 40% of
          the project cost.  The debenture is subordinate to the private
          lender's senior financing.

     Financing through the 504 program is available in 10- or 20-year
maturities.  Real estate is usually financed with a 20-year loan, and machinery
and equipment are typically financed with a 10-year loan.  The maximum SBA
guarantee on the subordinated debenture is generally $750,000, thereby making
the typical project cost $1,875,000 (the maximum guarantee size of $750,000
divided by 40%, the portion provided by the CDC).  However, there is no limit
on the amount of financing provided by the private lender, assuming credit
criteria are sound.  There are no fee or rate restrictions on the lender's
portion of the financing and the lender's rate can be variable or fixed.
Interest rates on the CDC's 40% share are based on the current market rate for
5- to 10-year U.S.  Treasury issues plus a spread based on market conditions.
Collateral usually includes: first and second mortgages on the land and
building being financed; liens on machinery, equipment, and fixtures; and
personal guaranties from all principals of the business with 20% or more
ownership interest.

     Oftentimes, particularly when a project involves new construction, the
private lender making the 50% first mortgage loan also finances the CDC's 40%
portion of the financing once the SBA approves the credit.  When the financing
is complete, the proceeds of the sale of the SBA guaranteed debentures serve as
permanent takeout financing for the 40% share.  Debentures are typically pooled
on a monthly basis by investment bankers through a certificate mechanism and
sold publicly to investors.  Debentures are 100% guaranteed by the SBA with a
"full faith and credit" guaranty issued by the U.S. Treasury.

     Once the debenture is sold, the CDC services the subordinated financing,
and the lender services its 50% loan-to-value senior note.  The borrower makes
two monthly payments, one to the senior lender and one to the 504 program's
servicing agent for the subordinated debentures.

     Active participation in the program provides Allied Lending with the
following benefits:

         1.   Allied Lending reduces its risk with a 50% loan-to-value (or
              interest) in the total project, while having a first lien on 100%
              of the assets being financed;

         2.   As previously noted, there are no fee restrictions on Allied
              Lending's portion of the financing; and

         3.   Allied Lending can make larger loans than those permitted under
              the SBA's 7(a) guaranteed program, thereby expanding its customer
              base.






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         To date, Allied Lending has made four such loans in order to determine
whether the program was economically feasible for the Company.  If stockholders
approve the proposals, the Company will continue to originate such loans and 
will generally hold them, but will have the opportunity to sell them if it 
chooses to do so.  The Company has a current backlog of three potential 504 
program originations totalling approximately $1.2 million.

PRIVATE LENDER FINANCING COMBINED WITH THE SBA 7(a) GUARANTEED LOAN
PROGRAM--"COMPANION LOANS"

         Because of the recent changes in SBA regulations, which limit the
maximum loan size under the 7(a) program to $500,000, Allied Lending foresees
an opportunity to continue originating larger financings by splitting the
financing into two pieces, similar to the structure of the 504 program but
excluding the role of the CDC.  For example, Allied Lending's proposed
structure would provide up to $1,000,000 in financing via an Allied Lending
senior first mortgage of $500,000 that is not guaranteed by the SBA and a
subordinated, 75% SBA guaranteed note of $500,000.  The SBA guaranteed portion
of the subordinated note ($375,000) would be sold into the established 7(a)
secondary market, and Allied Lending would retain the $125,000 unguaranteed
portion of the subordinated note and the senior note of $500,000.  The
Companion Loans would allow Allied Lending to continue to originate quality
small business loans up to $1,000,000 as it has for the past 17 years, even
though the SBA's participation would be limited to the $500,000 subordinated
note.  To date, Allied Lending has made four Companion Loans again to determine
whether this product was economically feasible for the Company.  If
stockholders approve the proposals, the Company will continue to originate such
loans and will generally hold them, but will have the opportunity to sell them
if it chooses to do so.

OTHER NON-SBA RELATED LOANS

         Allied Lending may also seek to originate new loans which are outside
of any of the programs provided or guaranteed by the SBA.   If this proposal is
approved, the Company may provide or participate in providing senior financing,
management buyout financing, or growth financing to small businesses.   These
investments may be made, at some point in the future, in conjunction with other
types of financing that may be provided by other investors, which may or may
not be affiliated with the Company.  While the Board has not, at this time,
determined that the Company should engage in one or more of the various types
of non-SBA related loans, as described below, the Board believes that it could
be in the best interest of the Company to do so at a later date and would, at
that time, seek SBA and other regulatory approval to do so.

SENIOR FINANCING

         The Company may participate in senior secured financing.  Typically,
the securities issued for senior financing do not have equity features, provide
for a high rate of interest, are secured by a first lien on the assets of the
enterprise being financed, and are required to be repaid before any substantial
principal payments may be made on junior debt securities or any distributions
made on the enterprise's equity securities.

GROWTH FINANCING

         Generally, growth financings (investments in businesses that have a
tested product or service for which an established market exists and that
require capital for further expansion) will be structured as loans evidenced by
debt securities that are either convertible into or combined with warrants to
acquire common equity in the enterprise.  Wherever possible, the loans will be
collateralized by a security interest in the assets of the enterprise, which is
usually subordinated to the security interest of the other institutional
lenders.  The personal guaranty of the entrepreneur or other collateral may
also be required.  The entrepreneur is generally required to make meaningful
commitment to the enterprise's success and to risk suffering significant
detriment from its failure.






                                       9
   12
         The debt securities issued to evidence the Company's loans will
generally carry a fixed rate of interest and have a final maturity of five to
10 years from their date of issue.

MANAGEMENT BUYOUT FINANCING

         The Company may participate in transactions involving the purchase by
an entrepreneur or management group of an existing business from other
individuals or from a larger company seeking to divest a division.  Normally in
this type of transaction, an acquiring entity is organized with a small amount
of equity capital provided by the buyer or buying group.  The entity then
borrows a substantial portion of the purchase price of the acquired business,
and an investor furnishes the remaining financing (referred to as the"mezzanine
financing") required to pay the balance of the purchase price, to defray
transaction costs, to provide the new entity with working capital, and for
similar purposes.  As a result of this method of financing, the acquiring
entity will be highly leveraged.  The Company will not generally participate in
the type of leveraged buyout in which the return of the investment depends
solely on dispositions or liquidations of business segments or productive
assets.

                                 OTHER BUSINESS

         The Board of Directors knows of no other business to be presented for
action at the Meeting.  If any matters do come before the Meeting on which
action can properly be taken, it is intended that the proxies shall vote in
accordance with the judgment of the person or persons exercising the authority
conferred by the proxy at the Meeting.

                      1996 ANNUAL MEETING OF STOCKHOLDERS

         The Company expects that the 1996 Annual Meeting of Stockholders will
be held in May 1996, but the exact date, time, and location of such meeting
have yet to be determined.  A stockholder who intends to present a proposal at
that annual meeting must submit the proposal in writing to the Company at the
address of its investment adviser in Washington, D.C., no later than December
5, 1995, in order for the proposal to be considered for inclusion in the
Company's proxy statement for that meeting.  The submission of a proposal does
not guarantee its inclusion in the Company's proxy statement or presentation at
the meeting unless certain securities law requirements are met.





                                       10
   13
                       ALLIED CAPITAL LENDING CORPORATION

                   PROXY FOR SPECIAL MEETING OF STOCKHOLDERS
          THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

        The undersigned hereby appoints GEORGE C. WILLIAMS, DAVID GLADSTONE and
THOMAS R. SALLEY, or any of them acting by a majority if more than one be
present, proxy of proxies, each with power of substitution, to vote all the
shares of the undersigned at the Special Meeting of Stockholders of Allied
Capital Lending Corporation to be held in the Severn Room of the Hyatt Regency
Hotel, One Bethesda Metro Center, Bethesda, Maryland on November 9, 1995 at
2:00 P.M. and at all adjournments, with all powers the undersigned would 
possess if personally present, hereby revoking all prior proxies:

                                 (back of card)

        1. FOR  -  AGAINST  -  ABSTAIN - A PROPOSAL TO AMEND THE INVESTMENT
OBJECTIVE OF THE COMPANY TO CLARIFY AND MORE CONCISELY DESCRIBE THIS OBJECTIVE
AS SEEKING TO ACHIEVE A HIGH LEVEL OF CURRENT INCOME;

        2. FOR  -  AGAINST  -  ABSTAIN - A PROPOSAL TO AMEND AN INVESTMENT
POLICY OF THE COMPANY SO AS TO ALLOW THE COMPANY TO MAKE OTHER TYPES OF
INVESTMENTS IN ADDITION TO ORIGINATING AND HOLDING LOANS THAT ARE AT LEAST
PARTIALLY GUARANTEED BY THE U.S. GOVERNMENT;

        3. WITH THE POWER TO VOTE SAID SHARES UPON SUCH OTHER BUSINESS AS MAY
PROPERLY COME BEFORE THE MEETING.

THE SHARES REPRESENTED BY THIS PROXY WILL BE VOTED AS SPECIFIED ABOVE, BUT IF
NO SPECIFICATION IS MADE, THEY WILL BE VOTED FOR THE PROPOSALS.


                                       Dated__________________________________

               Signature______________________________________________________

               Signature______________________________________________________

                     When signing as attorney, administrator, trustee, or 
                     guardian, please give your full title as such. For
                     joint accounts, each owner must sign.
   14
               [LETTERHEAD OF ALLIED CAPITAL LENDING CORPORATION]

                                                                  September 1995

Dear Fellow Stockholder:

         I am writing to let you know that a Special Meeting of Stockholders of
Allied Capital Lending Corporation (the "Company") will be held in November to
vote on two important proposals that affect the Company and your investment in
it.  As a stockholder, you have the opportunity to voice your opinion on these
matters.  This package contains information about the proposals and the
materials to use when voting by mail.

         Please take the time to read the enclosed materials and cast your vote
on the proxy card.  PLEASE VOTE PROMPTLY.  NO MATTER HOW MANY SHARES YOU OWN,
RETURNING YOUR PROXY CARD IS EXTREMELY IMPORTANT.

         Both of the proposals summarized below have been carefully reviewed by
Allied Capital Lending's Board of Directors (the "Board").  The Board believes
these proposals are in the best interest of stockholders and recommends that
you vote FOR each proposal.

         Your early response will be appreciated and could save the Company the
substantial costs associated with a follow-up meeting.  You may be contacted by
Shareholder Communications Corporation, which has been engaged to solicit
proxies on behalf of the Board.  If signed proxy cards are not returned in
sufficient numbers to constitute a quorum, the Board intends to resolicit
proxies from stockholders who have not responded so that business can be
conducted at the Special Meeting.  Such resolicitation would be a costly
process paid for by the Company.

HERE IS A BRIEF SUMMARY OF THE PROPOSALS:

         PROPOSAL 1 is to amend the investment objective of the Company to
         clarify and more concisely describe this objective as seeking to
         achieve a high level of current income.

         PROPOSAL 2 is to amend an investment policy of the Company so as to
         allow the Company to make other types of investments in addition to
         originating and holding loans that are at least partially guaranteed
         by the U.S.  Government.

VOTING BY MAIL IS QUICK AND EASY.  EVERYTHING YOU NEED IS ENCLOSED.

         We encourage you to exercise your right as a stockholder and to vote
on the proposal.  To cast your vote, simply complete the proxy card enclosed in
this package.  Of course, be sure to sign the card before mailing it in the
postage-paid envelope provided.  EVEN IF YOU DO NOT PLAN TO ATTEND THIS SPECIAL
MEETING, PLEASE VOTE AS SOON AS POSSIBLE.

         If you have any questions before you vote, please call our Investor
Relations department at (202) 973-6334.  We'll be glad to help you get your
vote in quickly.  Thank you for your participation in this important initiative
for Allied Capital Lending.

                               Sincerely,



                               David Gladstone
                               Chairman of the Board and Chief Executive Officer