AMERICAN CAPITAL STRATEGIES, LTD.
2 Bethesda Metro Center, 14th Floor
Bethesda, Maryland 20814
May 11, 2000
VIA EDGAR
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Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Application for Withdrawal of Post-Effective Amendment No. 1
(the "Amendment")/1 to Registration Statement on Form N-2 filed
April 13, 2000 (Registration No. 333-79377) (the "Registration
Statement")
Ladies and Gentlemen:
By this letter, American Capital Strategies, Ltd. (the "Issuer"), makes
application to the Securities and Exchange Commission (the "Commission"),
pursuant to Rule 477 promulgated under the Securities Act of 1933, as amended
(the "1933 Act"), to withdraw the Amendment. The Amendment became effective at
10:00 a.m. on April 17, 2000, and was intended to increase the amount of
securities registered under the Registration Statement by $150 million to $400
million (the "Additional Securities").
In connection with filing the Amendment, counsel for the Issuer was
advised by Commission staff that the Issuer was eligible to register the
Additional Securities by filing the Amendment. This application is made because
the Commission staff has subsequently advised the Issuer that the staff's prior
statement was incorrect and that the Issuer may only register the Additional
Securities by filing a new registration statement. The Commission staff has thus
advised the Issuer to make this application.
Questions regarding this application may be addressed to our counsel,
Samuel A. Flax, of the firm of Arnold & Porter, at (202) 942-5730.
Thank you for your consideration of this application.
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1 Accession Number: 0001024739-00-00256
CIK: 000817473
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Securities and Exchange Commission
May 11, 2000
Page 2
Sincerely,
AMERICAN CAPITAL STRATEGIES, LTD.
By: /s/John Erickson
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John Erickson, Vice President, Chief
Financial Officer and Secretary
