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[LOGO OF
ALLIED
CAPITAL]
ALLIED CAPITAL
May 3, 1996
Via EDGAR Transmission
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Allied Capital Lending Corporation (File
No. 333-02185)--Rule 497(j) Certification
Dear Commissioners:
In lieu of filing with the Commission its definitive
Prospectus and Statement of Additional Information dated April 29, 1996, as
otherwise required by Rule 497(c) under the Securities Act of 1933 (the "1933
Act"), Allied Capital Lending Corporation hereby certifies that:
(1) the form of Prospectus and Statement of Additional Information
that would have been filed under Rule 497(c) would not have
differed from that contained in Pre-Effective Amendment No. 2 to
its registration statement on Form N-2 under the 1933 Act
("Amendment No. 2"), as filed with the Commission on April 29,
1996; and
(2) the text of Amendment No. 2 has been filed with the Commission
electronically.
ALLIED CAPITAL LENDING CORPORATION
By: /s/ Tricia B. Daniels
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Tricia B. Daniels
Senior Vice President