1

PROSPECTUS SUPPLEMENT
(To Prospectus dated March 30, 2001)

                                1,030,928 SHARES

                             [ALLIED CAPITAL LOGO]
                                  COMMON STOCK

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

     All of the 1,030,928 shares (the "Shares") of the Company's common stock
offered hereby are being issued and sold by the Company to an institutional
investor in a directly negotiated transaction at a purchase price of $20.00 per
share, less a 3% discount, or $19.40 per share, for an aggregate purchase price
of $20 million.

     Our common stock is traded on the Nasdaq National Market under the symbol
"ALLC." On April 23, 2001, the last reported sales price for the common stock
was $20.49.

     We are an internally managed closed-end management investment company that
has elected to be regulated as a business development company under the
Investment Company Act of 1940, as amended. Our investment objective is to
achieve current income and capital gains.

     Please read this prospectus supplement, and the accompanying prospectus,
before investing, and keep it for future reference. It contains important
information about the Company. To learn more about the Company, you may want to
look at the Statement of Additional Information dated March 30, 2001 (known as
the "SAI"). For a free copy of the SAI, contact us at Allied Capital
Corporation, 1919 Pennsylvania Avenue, N.W., Washington, DC 20006,
1-888-818-5298. We have filed the SAI with the U.S. Securities and Exchange
Commission and have incorporated it by reference into the prospectus. The SAI's
table of contents appears on page 70 of the prospectus. The Commission maintains
an Internet website (http://www.sec.gov) that contains the SAI, material
incorporated by reference and other information about the Company.

     YOU SHOULD REVIEW THE INFORMATION INCLUDING THE RISK OF LEVERAGE, SET FORTH
UNDER "RISK FACTORS" ON PAGE 8 OF THE PROSPECTUS, BEFORE INVESTING IN COMMON
STOCK OF THE COMPANY.

     NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE
ADEQUACY OR ACCURACY OF THIS PROSPECTUS SUPPLEMENT OR THE PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

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

                                 April 24, 2001
   2

     You should rely on the information contained in this prospectus supplement
and the prospectus. We have not authorized anyone to provide you with
information different from that which is set forth in this prospectus supplement
or the prospectus. We are offering to sell shares of common stock and seeking
offers to buy shares of common stock only in jurisdictions where offers and
sales are permitted. The information contained in this prospectus supplement and
the prospectus is accurate only as of the date on their respective covers,
regardless of the time of delivery of this prospectus supplement and the
prospectus or of any sale of common stock.

                               TABLE OF CONTENTS



                                                              PAGE
                                                              ----
                                                           
                      PROSPECTUS SUPPLEMENT
Fees and Expenses...........................................  S-1
Recent Developments.........................................  S-2
Use of Proceeds.............................................  S-6
Plan of Distribution........................................  S-6
                            PROSPECTUS
Prospectus Summary..........................................    1
Selected Consolidated Financial Data........................    5
Risk Factors................................................    8
The Company.................................................   13
Use of Proceeds.............................................   13
Price Range of Common Stock and Distributions...............   14
Management's Discussion and Analysis of Financial Condition
  and Results of
  Operations................................................   15
Senior Securities...........................................   28
Business....................................................   32
Portfolio Companies.........................................   42
Determination of Net Asset Value............................   48
Management..................................................   49
Tax Status..................................................   56
Certain Government Regulations..............................   61
Dividend Reinvestment Plan..................................   63
Description of Securities...................................   64
Plan of Distribution........................................   68
Legal Matters...............................................   69
Safekeeping, Transfer and Dividend Paying Agent and
  Registrar.................................................   69
Independent Public Accountants..............................   69
Table of Contents of Statement of Additional Information....   70
Index to Financial Statements...............................   71


     Information contained or incorporated by reference in this prospectus
supplement, and the prospectus, may contain "forward-looking statements" which
can be identified by the use of forward-looking terminology such as "may,"
"will," "expect," "intend," "anticipate," "estimate," or "continue" or the
negative thereof or other variations thereon or comparable terminology. The
matters described in "Risk Factors" in the prospectus and certain other factors
noted throughout this prospectus supplement and the prospectus, and in any
exhibits to the registration statement of which this prospectus supplement and
the prospectus are a part, constitute cautionary statements identifying
important factors with respect to any such forward-looking statements, including
certain risks and uncertainties, that could cause actual results to differ
materially from those in such forward-looking statements. In this prospectus
supplement and the prospectus, unless otherwise indicated, the "Company", "we",
"us" or "our" refer to Allied Capital Corporation and its subsidiaries.

                                       (i)
   3

                               FEES AND EXPENSES

    This table describes the various costs and expenses that an investor in our
Securities will bear directly or indirectly.


                                                           
SHAREHOLDER TRANSACTION EXPENSES
    Sales load (as a percentage of offering price)(1).......    3.0%
    Dividend reinvestment plan fees(2)......................    None
ANNUAL EXPENSES (AS A PERCENTAGE OF CONSOLIDATED NET ASSETS
  ATTRIBUTABLE TO COMMON SHARES)(3)
    Operating expenses(4)...................................    3.4%
    Interest payments on borrowed funds(5)..................    5.6%
                                                               -----
         Total annual expenses(6)...........................    9.0%
                                                               =====


-------------------------
(1) The discounts with respect to the shares sold by the Company in this
    offering are the only sales load paid in connection with this offering.

(2) The expenses of the Company's DRIP plan are included in "Operating
    expenses." The Company has no cash purchase plan. The participants in the
    DRIP plan will bear a pro rata share of brokerage commissions incurred with
    respect to open market purchases, if any. See "Dividend Reinvestment Plan"
    in the prospectus.

(3) "Consolidated net assets attributable to common shares" equals net assets
    (i.e., total assets less total liabilities and preferred stock) at December
    31, 2000.

(4) "Operating expenses" represent all operating expenses of the Company for the
    year ending December 31, 2000 excluding interest on indebtedness. Operating
    expenses exclude the formula and cut-off awards. See
    "Management -- Compensation Plans" in the prospectus.

(5) The "Interest payments on borrowed funds" percentage is based on interest
    payments for the year ending December 31, 2000 divided by consolidated net
    assets attributable to common shares at December 31, 2000. The Company had
    outstanding borrowings of $786.6 million at December 31, 2000. See "Risk
    Factors" in the prospectus.

(6) "Total annual expenses" as a percentage of consolidated net assets
    attributable to common shares are higher than the total annual expenses
    percentage would be for a company that is not leveraged. The Company borrows
    money to leverage its net assets and increase its total assets. The
    Securities and Exchange Commission requires that "Total annual expenses"
    percentage be calculated as a percentage of net assets, rather than the
    total assets, including assets that have been funded with borrowed monies.
    If the "Total annual expenses" percentage were calculated instead as a
    percentage of consolidated total assets, "Total annual expenses" for the
    Company would be 5.0% of consolidated total assets.

EXAMPLE

    The following example, required by the Commission, demonstrates the
projected dollar amount of total cumulative expenses that would be incurred over
various periods with respect to a hypothetical investment in the Company. In
calculating the following expense amounts, we assumed we would have no
additional leverage and that our operating expenses would remain at the levels
set forth in the table above.



                                                        1 YEAR   3 YEARS   5 YEARS   10 YEARS
                                                        ------   -------   -------   --------
                                                                         
You would pay the following expenses on a $1,000
  investment, assuming a 5.0% annual return...........   $119     $296      $474      $  917


    Although the example assumes (as required by the Commission) a 5.0% annual
return, our performance will vary and may result in a return of greater or less
than 5.0%. In addition, while the example assumes reinvestment of all dividends
and distributions at net asset value, participants in the DRIP plan may receive
shares of common stock that we issue at or above net asset value or are
purchased by the administrator of the DRIP plan, at the market price in effect
at the time, which may be higher than, at, or below net asset value. See
"Dividend Reinvestment Plan" in the prospectus.

 THE EXAMPLE SHOULD NOT BE CONSIDERED A REPRESENTATION OF FUTURE EXPENSES, AND
          THE ACTUAL EXPENSES MAY BE GREATER OR LESS THAN THOSE SHOWN.

                                       S-1
   4

                              RECENT DEVELOPMENTS

OPERATING RESULTS

     Net operating income before net realized and unrealized gains was $39.7
million, or $0.46 per share for the first quarter of 2001, a 35% increase over
net operating income of $22.6 million, or $0.34 per share, for the first quarter
of 2000. The increase in net operating income stemmed from growth in the
investment portfolio, and increased structuring and management fee income.

     For the three months ended March 31, 2001, the Company reported net income
of $52.0 million, or $0.60 per share, a 33% increase over net income of $29.6
million, or $0.45 per share, for the three months ended March 31, 2000. The
significant increase in net income resulted from strong operating income and
realized and unrealized net gains in the portfolio.

     Total net realized and unrealized gains totaled $12.3 million, or $0.14 per
share, for the first quarter of 2001 as compared to $7.0 million, or $0.11 per
share, for the first quarter of 2000. Net realized gains totaled $1.2 million;
net unrealized gains totaled $11.1 million. Net realized and unrealized gains
can vary substantially from quarter to quarter.

     During the three months ended March 31, 2001, the Company invested a total
of $150.8 million. After total repayments of $26.6 million, sales of $35.2
million, and valuation changes during the quarter, the Company's investment
portfolio increased to $1.9 billion at March 31, 2001.

     At March 31, 2001, total assets were $2.0 billion, a 6% increase over total
assets of $1.9 billion at December 31, 2000. Shareholders' equity was $1.1
billion at March 31, 2001, and net asset value was $12.26 per share.

     The Company invested a total of $150.8 million for the three months ended
March 31, 2001. At March 31, 2001, the overall weighted average yield on the
Company's portfolio was 14.3%.

PRIVATE FINANCE

     The private finance portfolio totaled $1.3 billion at March 31, 2001. The
debt portion of this portfolio, which totaled $959.5 million at March 31, 2001,
had a weighted average yield of 14.7%. The equity securities in the private
finance portfolio totaled $343.8 million at March 31, 2001. Included in the
equity portfolio is the Company's equity investment in Business Loan Express,
Inc. ("BLX"), which was valued at $145 million.

     During the first quarter of 2001, the Company committed a total of $31.5
million and invested a total of $20.6 million in its core private finance
business. Buyout and private finance activity across the industry was slow
during the first quarter of 2001 largely due to credit tightening among senior
lenders. Equity-focused buyout firms need both senior and subordinated debt to
leverage private equity investments, and during the first quarter of 2001, the
senior bank market, and in particular the senior syndicated loan market, was
effectively closed. The Company completed the financing for only one buyout
transaction during the quarter. The Company provided $10 million of senior
subordinated debt financing with warrants to finance the management buyout of
Redox Brands, Inc., which is a marketer of leading consumer branded products in
the cleaning and detergent market,

                                       S-2
   5

including Biz and Oxydol. The Company also funded financing commitments for
existing portfolio companies.

CMBS INVESTING

     During the first quarter of 2001, the Company's commercial real estate
finance group invested $104.4 million in non-investment grade commercial
mortgage-backed securities (CMBS) in two transactions. In addition, the Company
purchased $24.6 million in non-investment grade securities related to a
collateralized debt offering secured by CMBS and investment grade REIT bonds.
The effective yield on these new commercial real estate securities is estimated
to be 15.9%, after assuming a 1% loss on the entire underlying collateral pool.
The Company also sold $35.2 million in CMBS BB bonds during the quarter, and
recognized short-term capital gains of $0.8 million.

     The Company's entire purchased CMBS portfolio of $406.6 million at March
31, 2001 had a weighted average yield to maturity of 15.6%, after assuming a 1%
loss on the entire underlying collateral pool. The credit characteristics of the
underlying loan portfolios remain strong with less than 0.5% in delinquencies.
At March 31, 2001, the unamortized discount on the purchased CMBS portfolio was
$431.7 million.

LIQUIDITY AND CAPITAL RESOURCES

     At March 31, 2001, the Company had a weighted average cost of debt of 7.8%.
The Company has significant current availability on its unsecured short-term
line of credit, and the Company has no significant maturities of long-term debt
until 2003. At March 31, 2001, the Company had regulatory asset coverage ratio
of 232%. The Company is required to maintain regulatory asset coverage of at
least 200%.

PORTFOLIO QUALITY AND VALUATION

     As a business development company, the Company is required quarterly to
value its portfolio at fair value as determined by the Board of Directors.
During the first quarter of 2001, the Company recognized $11.1 million in net
unrealized gains.

     The Company increased the value of its equity investment in BLX by $15.5
million at March 31, 2001. During the first quarter, BLX secured a 3-year $117
million revolving credit facility and completed a $65 million securitization of
unguaranteed SBA 7(a) loans. As a result of the elimination of the refinancing
risk that existed at the time of the merger, and BLX's progress in merger
integration, the Company increased the value of its equity investment. The
Company also increased the value of its investment in Wyo-Tech Acquisition
Corporation by $8.8 million, due to its continued growth and positive
performance. In addition to BLX and Wyo-Tech, the Company increased the value of
other portfolio companies by $6.1 million in total. These companies increased in
value because of continued positive performance, and valuation data that would
indicate that a valuation increase was necessary.

     The Company decreased the value of its common equity investment in Startec
Global Communications Corporation by $3 million. The Company also decreased the
value of its debt investment in NETtel Communications, Inc. by $5 million. In
addition, the Company decreased the value of other private finance investments
by a total of $11.3 million.

                                       S-3
   6

     The Company employs a grading system to monitor the quality of its
portfolio. Grade 1 is for those investments from which a capital gain is
expected. Grade 2 is for investments performing in accordance with plan. Grade 3
is for investments that require closer monitoring, but no loss of interest or
principal is expected. Grade 4 is for investments for which some loss of
contractually due interest is expected, but no loss of principal is expected.
Grade 5 is for investments for which full loss of interest and some loss of
principal is expected, and the loan is marked down to net realizable value.

     At March 31, 2001, the portfolio of Grade 1 investments totaled $430.2
million, or 23% of the total portfolio at value; Grade 2 investments totaled
$1.3 billion, or 70% of the total portfolio; Grade 3 investments totaled $35.3
million, or 2% of the total portfolio; Grade 4 investments totaled $61.1
million, or 3% of the total portfolio; and Grade 5 investments totaled $36.6
million, or 2% of the total portfolio. Included in Grade 4 and 5 investments are
assets totaling $14.4 million that are secured by commercial real estate.

     For the total investment portfolio, loans greater than 120 days delinquent
were $55.3 million at value at March 31, 2001, or 2.9% of the total portfolio.
Included in this category are loans valued at $9.8 million that are fully
secured by commercial real estate. Loans greater than 120 days delinquent
generally do not accrue interest. At December 31, 2000, delinquencies in the
CMBS portfolio related to the underlying collateral pool were negligible.

ALLIED CAPITAL TO LIST ON THE NYSE

     The Company has been cleared to list its common stock on the New York Stock
Exchange, and will begin trading on June 6, 2001 under the symbol "ALD".
Beginning on June 6, 2001, the Company will trade under the stock symbol "ALD".
Until that day, the Company will continue to trade on the Nasdaq National Market
under ticker symbol "ALLC." The Company's CUSIP number, 01903-Q10-8, and
transfer agent, American Stock Transfer & Trust Company, will remain the same.

QUARTERLY DIVIDEND

     The Company increased its regular quarterly dividend to $0.50 per share for
the second quarter of 2001. The regular quarterly dividend had previously been
$0.49 per share. The dividend will be payable on June 29, 2001 to shareholders
of record on June 15, 2001.

     The Company's dividend is paid from taxable income. The Board of Directors
determines the dividend based on annual estimates of taxable income, which
differs from book income because of both timing and absolute differences in
income and expense recognition. Changes in unrealized appreciation and
depreciation have no impact on the Company's taxable income.

                                       S-4
   7

                         SUMMARY FINANCIAL INFORMATION



                                                          AT MARCH 31,   AT DECEMBER 31,
                                                              2001            2000
                                                          ------------   ---------------
        (IN THOUSANDS, EXCEPT PER SHARE AMOUNT)           (UNAUDITED)
                                                                   
ASSETS
Portfolio at Value:
  Private finance.......................................   $1,303,288      $1,282,467
  Commercial real estate finance........................      583,465         505,534
                                                           ----------      ----------
          Total Portfolio at Value......................    1,886,753       1,788,001
Cash and cash equivalents...............................        9,392           2,449
Other assets............................................       77,353          63,367
                                                           ----------      ----------
          Total Assets..................................   $1,973,498      $1,853,817
                                                           ==========      ==========
LIABILITIES AND SHAREHOLDERS' EQUITY
Liabilities:
Debt....................................................      883,776         786,648
Other liabilities.......................................       28,477          30,477
                                                           ----------      ----------
                                                              912,253         817,125
Preferred stock issued to SBA...........................        7,000           7,000
Common shareholders' equity.............................    1,054,245       1,029,692
                                                           ----------      ----------
          Total Liabilities and Shareholders' Equity....   $1,973,498      $1,853,817
                                                           ==========      ==========
Net asset value per share...............................       $12.26          $12.11
Actual shares outstanding at end of period..............       85,956          85,057




                                                            FOR THE THREE MONTHS ENDED
                                                                    MARCH 31,
                                                          ------------------------------
                                                              2001            2000
                                                          ------------   ---------------
                                                                   (UNAUDITED)
                                                                   
INTEREST AND RELATED PORTFOLIO INCOME:
  Interest and dividends................................   $   54,875      $   38,812
  Net premiums from loan dispositions...................          821           3,289
  Investment advisory fees and other income.............        9,375           1,796
                                                           ----------      ----------
          Total interest and related portfolio income...       65,071          43,897
                                                           ----------      ----------
EXPENSES:
  Interest..............................................       15,930          12,311
  Employee..............................................        6,418           4,569
  Administrative........................................        2,967           2,753
                                                           ----------      ----------
          Total operating expenses......................       25,315          19,633
                                                           ----------      ----------
  Formula and cut-off awards............................           28           1,691
                                                           ----------      ----------
Net operating income before net realized and unrealized
  gains.................................................       39,728          22,573
                                                           ----------      ----------
Net realized and unrealized gains:
  Net realized gains....................................        1,154           2,176
  Net unrealized gains..................................       11,146           4,832
                                                           ----------      ----------
          Total net realized and unrealized gains.......       12,300           7,008
                                                           ----------      ----------
Net Income..............................................   $   52,028      $   29,581
                                                           ==========      ==========
Diluted earnings per common share.......................        $0.60           $0.45
Weighted average common shares outstanding -- diluted...       87,059          66,308


                                       S-5
   8

                                USE OF PROCEEDS

     The net proceeds from the sale of the shares, after deducting estimated
expenses of this offering, are approximately $19.9 million. We intend to use the
net proceeds from selling shares to finance our Company's growth and for general
corporate purposes, which may include investment in private growth companies,
purchase of commercial mortgage-backed securities and acquisitions. We may also
repay a portion of our revolving line of credit.

     We raise new equity from time to time using a shelf registration statement.
We raise new equity when we have a clear use of proceeds for attractive
investment opportunities. Historically, this process has enabled us to raise
equity on an accretive basis for existing shareholders.

                              PLAN OF DISTRIBUTION

     All of the 1,030,928 shares (the "Shares") of the Company's common stock
offered hereby are being issued and sold by the Company to an institutional
investor in a directly negotiated transaction at a purchase price of $20.00 per
share, less a 3% discount, or $19.40 per share, for an aggregate purchase price
of $20 million.

     The net offering proceeds to us, after deduction of estimated offering
expenses of approximately $50,000, will be approximately $19.9 million.

                                       S-6
   9

   PROSPECTUS                                         FILED PURSUANT TO RULE 497
                                            REGISTRATION STATEMENT NO. 333-43534

                                  $310,500,000

                             [ALLIED CAPITAL LOGO]

                                  COMMON STOCK
                                PREFERRED STOCK
                                DEBT SECURITIES
                            ------------------------

Please read this prospectus, and the accompanying prospectus supplement, if any,
before investing, and keep it for future reference. It contains important
information about the Company.

To learn more about the Company, you may want to look at the Statement of
Additional Information dated March 30, 2001 (known as the "SAI"). For a free
copy of the SAI, contact us at:

         Allied Capital Corporation
         1919 Pennsylvania Avenue, N.W.
         Washington, DC 20006
         1-888-818-5298

The Company has filed the SAI with the U.S. Securities and Exchange Commission
and has incorporated it by reference into this prospectus. The SAI's table of
contents appears on page 70 of this prospectus.

The Commission maintains an Internet website (http://www.sec.gov) that contains
the SAI, material incorporated by reference and other information about the
Company.

Our common stock is traded on the Nasdaq National Market under the symbol
"ALLC." As of March 30, 2001, the last reported sales price for the common stock
was $20.13.

We may offer, from time to time, up to $310,500,000 of our common stock, par
value $0.0001 per share, preferred stock, or debt securities in one or more
offerings. All shares of common stock, preferred stock, and debt securities that
are offered under this prospectus are collectively referred to herein as the
"Securities."

The Securities may be offered at prices and on terms to be described in one or
more supplements to this prospectus. In the case of our common stock, the
offering price per share less any underwriting commissions or discounts will not
be less than the net asset value per share of our common stock at the time we
make the offering.

We are an internally managed closed-end management investment company that has
elected to be regulated as a business development company under the Investment
Company Act of 1940, as amended.

Our investment objective is to achieve current income and capital gains. We seek
to achieve our investment objective by investing primarily in private businesses
in a variety of industries throughout the United States. No assurances can be
given that we will continue to achieve our objective.

   YOU SHOULD REVIEW THE INFORMATION INCLUDING THE RISK OF LEVERAGE, SET FORTH
   UNDER "RISK FACTORS" ON PAGE 8 OF THIS PROSPECTUS BEFORE INVESTING IN
   SECURITIES OF THE COMPANY.
                            ------------------------
   NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
   COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE
   ADEQUACY OR ACCURACY OF THIS PROSPECTUS. ANY REPRESENTATIONS TO THE CONTRARY
   IS A CRIMINAL OFFENSE.
                            ------------------------
   THIS PROSPECTUS MAY NOT BE USED TO CONSUMMATE SALES OF SECURITIES UNLESS
   ACCOMPANIED BY A PROSPECTUS SUPPLEMENT.
                            ------------------------

                                 March 30, 2001
   10

     WE HAVE NOT AUTHORIZED ANY DEALER, SALESMAN OR OTHER PERSON TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATION OTHER THAN THOSE CONTAINED OR
INCORPORATED BY REFERENCE IN THIS PROSPECTUS OR ANY ACCOMPANYING SUPPLEMENT TO
THIS PROSPECTUS. YOU MUST NOT RELY UPON ANY INFORMATION OR REPRESENTATION NOT
CONTAINED OR INCORPORATED BY REFERENCE IN THIS PROSPECTUS OR THE ACCOMPANYING
PROSPECTUS SUPPLEMENT AS IF WE HAD AUTHORIZED IT. THIS PROSPECTUS AND ANY
PROSPECTUS SUPPLEMENT DO NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF
ANY OFFER TO BUY ANY SECURITY OTHER THAN THE REGISTERED SECURITIES TO WHICH THEY
RELATE, NOR DO THEY CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO
BUY ANY SECURITIES IN ANY JURISDICTION TO ANY PERSON TO WHOM IT IS UNLAWFUL TO
MAKE SUCH AN OFFER OR SOLICITATION IN SUCH JURISDICTION. THE INFORMATION
CONTAINED IN THIS PROSPECTUS AND ANY PROSPECTUS SUPPLEMENT IS ACCURATE AS OF THE
DATES ON THEIR COVERS.

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

                               TABLE OF CONTENTS



                                                              PAGE
                                                              ----
                                                           
Prospectus Summary..........................................    1
Selected Consolidated Financial Data........................    5
Risk Factors................................................    8
The Company.................................................   13
Use of Proceeds.............................................   13
Price Range of Common Stock and Distributions...............   14
Management's Discussion and Analysis of Financial Condition
  and Results of Operations.................................   15
Senior Securities...........................................   28
Business....................................................   32
Portfolio Companies.........................................   42
Determination of Net Asset Value............................   48
Management..................................................   49
Tax Status..................................................   56
Certain Government Regulations..............................   61
Dividend Reinvestment Plan..................................   63
Description of Securities...................................   64
Plan of Distribution........................................   68
Legal Matters...............................................   69
Safekeeping, Transfer and Dividend Paying Agent and
  Registrar.................................................   69
Independent Public Accountants..............................   69
Table of Contents of Statement of Additional Information....   70
Index to Financial Statements...............................   71


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

                                       (i)
   11

                               PROSPECTUS SUMMARY

     The following summary contains basic information about this offering. It
may not contain all the information that is important to an investor. For a more
complete understanding of this offering, we encourage you to read this entire
document and the documents to which we have referred.

     Our current business and investment portfolio resulted from the merger of
five affiliated companies on December 31, 1997. The companies that merged were
Allied Capital Corporation (old), Allied Capital Corporation II, Allied Capital
Advisers, Inc. ("Advisers"), Allied Capital Commercial Corporation and Allied
Capital Lending Corporation. The five companies are referred to as the
predecessor companies.

     All information in this prospectus, unless otherwise indicated, has been
presented as if the predecessor companies had merged as of the beginning of the
earliest period presented. In this prospectus or any accompanying prospectus
supplement, unless otherwise indicated, the "Company", "ACC", "we", "us" or
"our" refer to the post-merger Allied Capital Corporation and its subsidiaries.

                             THE COMPANY (Page 13)

     We are a business development company and provide private investment
capital to private and undervalued public companies in a variety of different
industries throughout the United States. We have been investing in growing
businesses for over 40 years and have financed thousands of companies
nationwide. As of January 2001, our investment activity is focused in two areas:

     - private finance, and

     - commercial real estate finance, primarily the purchase of commercial
       mortgage-backed securities ("CMBS").

Our investment portfolio includes:

     - long-term unsecured loans with equity features,

     - commercial mortgage-backed securities, and

     - commercial mortgage loans.

     We identify loans and investments through our numerous relationships with:

     - mezzanine and private equity investors,

     - investment banks, and

     - other intermediaries, including professional services firms.

In order to increase our sourcing and origination activities, we have three
regional offices in New York, Chicago and San Francisco. We centralize our
credit approval function and service our loans through an experienced staff of
professionals at our headquarters in Washington, DC.

     We have an advantageous tax structure, as compared to operating companies,
that allows for the "pass-through" of income to our shareholders through
dividends without the imposition of a corporate level of taxation. See "Tax
Status."

     We are an internally managed diversified closed-end management investment
company that has elected to be regulated as a business development company
("BDC") under the Investment Company Act of 1940, as amended ("1940 Act"). Our
investment objective is to achieve current income and capital gains. We seek to
achieve our investment objective by investing in growing businesses in a variety
of industries throughout the United States. As a BDC, we are required to meet
regulatory tests, the most significant relating to its investments and
borrowings.

                                        1
   12

A BDC is required to invest at least 70% of its assets in private or thinly
traded public, U.S.-based companies. A BDC must maintain a coverage ratio of
assets to senior securities of at least 200%. See "Business -- Certain
Government Regulations."

     We are quoted on the Nasdaq National Market and trade under the symbol
"ALLC."

                             THE OFFERING (Page 68)

     We may offer, from time to time, up to $310,500,000 of our Securities, on
terms to be determined at the time of offering.

     Securities may be offered at prices and on terms described in one or more
supplements to this prospectus. In the case of the offering of our common stock,
the offering price per share less any underwriting commission or discount will
not be less than the net asset value per share of our common stock at the time
we make the offering.

     Our Securities may be offered directly to one or more purchasers, through
agents designated from time to time by us, or to or through underwriters or
dealers. The supplement to this prospectus relating to the offering will
identify any agents or underwriters involved in the sale of our Securities, and
will set forth any applicable purchase price, fee and commission or discount
arrangement between our agents and us or among our underwriters or the basis
upon which such amount may be calculated.

     We may not sell Securities without delivering a prospectus supplement
describing the method and terms of the offering of our Securities.

                           USE OF PROCEEDS (Page 13)

     Unless otherwise specified in the prospectus supplement accompanying this
prospectus, we intend to use the net proceeds from selling Securities for
general corporate purposes, which may include investments in private and
undervalued public companies, purchase of CMBS, repayment of indebtedness,
acquisitions and other general corporate purposes.

                            DISTRIBUTIONS (Page 14)

     We pay quarterly dividends to holders of our common stock. The amount of
our quarterly dividends is determined by the board of directors. Other types of
Securities will likely pay distributions in accordance with their terms.

                      DIVIDEND REINVESTMENT PLAN (Page 63)

     We have adopted an "opt out" dividend reinvestment plan ("DRIP plan") for
our common stockholders. Under the DRIP plan, if your shares of common stock are
registered in your name, your dividends will be automatically reinvested in
additional shares of our common stock unless you "opt out" of the DRIP plan.

                        PRINCIPAL RISK FACTORS (Page 8)

     Investment in Securities involves certain risks relating to our structure
and our investment objective that you should consider before purchasing
Securities.

     As a BDC, our consolidated portfolio includes securities primarily issued
by privately held companies. These investments may involve a high degree of
business and financial risk, and they are generally illiquid. A large number of
entities and individuals compete for the same kind of investment opportunities
as we do.

                                        2
   13

     We borrow funds to make investments in private businesses. As a result, we
are exposed to the risks of leverage, which may be considered a speculative
investment technique. Borrowings, also known as leverage, magnify the potential
for gain and loss on amounts invested and, therefore increase the risks
associated with investing in our securities.

     Also, we are subject to certain risks associated with investing in
non-investment grade CMBS, valuing our portfolio, changing interest rates,
accessing additional capital, fluctuating quarterly results, and operating in a
regulated environment. In addition, the loss of pass-through tax treatment could
have a material adverse effect on our total return, if any.

                             CERTAIN ANTI-TAKEOVER
                              PROVISIONS (Page 65)

     Our charter and bylaws, as well as certain statutory and regulatory
requirements, contain certain provisions that may have the effect of
discouraging a third party from making an acquisition proposal for the Company.
These anti-takeover provisions may inhibit a change in control in circumstances
that could give the holders of our common stock the opportunity to realize a
premium over the market price for our common stock.

                                        3
   14

                               FEES AND EXPENSES

    This table describes the various costs and expenses that an investor in our
Securities will bear directly or indirectly.


                                                           
SHAREHOLDER TRANSACTION EXPENSES
    Sales load (as a percentage of offering price)(1).......     --%
    Dividend reinvestment plan fees(2)......................    None
ANNUAL EXPENSES (AS A PERCENTAGE OF CONSOLIDATED NET ASSETS
  ATTRIBUTABLE TO COMMON STOCK)(3)
    Operating expenses(4)...................................    3.4%
    Interest payments on borrowed funds(5)..................    5.6%
                                                                ----
         Total annual expenses(6)...........................    9.0%
                                                                ====


-------------------------
(1) In the event that the Securities to which this prospectus relates are sold
    to or through underwriters, a corresponding prospectus supplement will
    disclose the applicable sales load.

(2) The expenses of the Company's DRIP plan are included in "Operating
    expenses." The Company has no cash purchase plan. The participants in the
    DRIP plan will bear a pro rata share of brokerage commissions incurred with
    respect to open market purchases, if any. See "Dividend Reinvestment Plan."

(3) "Consolidated net assets attributable to common stock" equals net assets
    (i.e., total assets less total liabilities and preferred stock) at December
    31, 2000.

(4) "Operating expenses" represent all operating expenses of the Company for the
    year ending December 31, 2000 excluding interest on indebtedness. Operating
    expenses exclude the formula and cut-off awards. See
    "Management -- Compensation Plans."

(5) The "Interest payments on borrowed funds" percentage is based on interest
    payments for the year ending December 31, 2000 divided by consolidated net
    assets attributable to common stock at December 31, 2000. The Company had
    outstanding borrowings of $786.6 million at December 31, 2000. See "Risk
    Factors."

(6) "Total annual expenses" as a percentage of consolidated net assets
    attributable to common stock are higher than the total annual expenses
    percentage would be for a company that is not leveraged. The Company borrows
    money to leverage its net assets and increase its total assets. The
    Securities and Exchange Commission requires that "Total annual expenses"
    percentage be calculated as a percentage of net assets, rather than the
    total assets, including assets that have been funded with borrowed monies.
    If the "Total annual expenses" percentage were calculated instead as a
    percentage of consolidated total assets, "Total annual expenses" for the
    Company would be 5.0% of consolidated total assets.

EXAMPLE

    The following example, required by the Commission, demonstrates the
projected dollar amount of total cumulative expenses that would be incurred over
various periods with respect to a hypothetical investment in the Company. In
calculating the following expense amounts, we assumed we would have no
additional leverage and that our operating expenses would remain at the levels
set forth in the table above. In the event that shares to which this prospectus
relates are sold to or through underwriters, a corresponding prospectus
supplement will restate this example to reflect the applicable sales load.



                                                     1 YEAR   3 YEARS   5 YEARS   10 YEARS
                                                     ------   -------   -------   --------
                                                                      
You would pay the following expenses on a $1,000
  investment, assuming a 5.0% annual return........   $90      $271      $451       $902


    Although the example assumes (as required by the Commission) a 5.0% annual
return, our performance will vary and may result in a return of greater or less
than 5.0%. In addition, while the example assumes reinvestment of all dividends
and distributions at net asset value, participants in the DRIP plan may receive
shares of common stock that we issue at or above net asset value or are
purchased by the administrator of the DRIP plan, at the market price in effect
at the time, which may be higher than, at, or below net asset value. See
"Dividend Reinvestment Plan."

 THE EXAMPLE SHOULD NOT BE CONSIDERED A REPRESENTATION OF FUTURE EXPENSES, AND
          THE ACTUAL EXPENSES MAY BE GREATER OR LESS THAN THOSE SHOWN.
                                        4
   15

                      SELECTED CONSOLIDATED FINANCIAL DATA

     You should read the consolidated financial information below with the
Consolidated Financial Statements and Notes thereto included in this prospectus.
Financial information for the years ended December 31, 2000, 1999, 1998, 1997
and 1996 has been derived from audited financial statements. The selected
financial data reflects the operations of the Company with all periods restated
as if the predecessor companies had merged as of the beginning of the earliest
period presented. SEE "MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS" ON PAGE 15 FOR MORE INFORMATION.



                                                             YEAR ENDED DECEMBER 31,
                                                --------------------------------------------------
(IN THOUSANDS,                                    2000       1999       1998      1997      1996
EXCEPT PER SHARE DATA)                          --------   --------   --------   -------   -------
                                                                            
OPERATING DATA:
Interest and related portfolio income:
    Interest and dividends....................  $182,307   $121,112   $ 80,281   $86,882   $77,541
    Premiums from loan dispositions...........    16,138     14,284      5,949     7,277     4,241
    Post-merger gain on securitization of
      commercial mortgage loans...............        --         --     14,812        --        --
    Investment advisory fees and other
      income..................................    13,144      5,744      5,696     3,246     3,155
                                                --------   --------   --------   -------   -------
         Total interest and related portfolio
           income.............................   211,589    141,140    106,738    97,405    84,937
                                                --------   --------   --------   -------   -------
Expenses:
    Interest..................................    57,412     34,860     20,694    26,952    20,298
    Employee..................................    19,842     16,136     11,829    10,258     8,774
    Administrative............................    15,435     12,350     11,921     8,970     8,289
    Merger....................................        --         --         --     5,159        --
                                                --------   --------   --------   -------   -------
         Total operating expenses.............    92,689     63,346     44,444    51,339    37,361
    Formula and cut-off awards(1).............     6,183      6,753      7,049        --        --
                                                --------   --------   --------   -------   -------
    Portfolio income before net realized and
      unrealized gains........................   112,717     71,041     55,245    46,066    47,576
                                                --------   --------   --------   -------   -------
Net realized and unrealized gains:
    Net realized gains........................    15,523     25,391     22,541    10,704    19,155
    Net unrealized gains (losses).............    14,861      2,138      1,079     7,209    (7,412)
                                                --------   --------   --------   -------   -------
         Total net realized and unrealized
           gains..............................    30,384     27,529     23,620    17,913    11,743
                                                --------   --------   --------   -------   -------
Income before minority interests and income
  taxes.......................................   143,101     98,570     78,865    63,979    59,319
Minority interests............................        --         --         --     1,231     2,427
Income tax expense............................        --         --        787     1,444     1,945
                                                --------   --------   --------   -------   -------
Net increase in net assets resulting from
  operations..................................  $143,101   $ 98,570   $ 78,078   $61,304   $54,947
                                                ========   ========   ========   =======   =======




                                                    YEAR ENDED DECEMBER 31,
                                        -----------------------------------------------
                                         2000      1999      1998      1997      1996
                                        -------   -------   -------   -------   -------
                                                                 
PER SHARE:
Basic earnings per common share.......  $  1.95   $  1.64   $  1.50   $  1.24   $  1.19
Diluted earnings per common share.....  $  1.94   $  1.64   $  1.50   $  1.24   $  1.17
Dividends per common share(2).........  $  1.82   $  1.60   $  1.43   $  1.71   $  1.23
Weighted average common shares
  outstanding - basic(3)..............   73,165    59,877    51,941    49,218    46,172
Weighted average common shares
  outstanding - diluted(3)............   73,472    60,044    51,974    49,251    46,733


                                        5
   16



                                                    AT DECEMBER 31,
                                --------------------------------------------------------
        (IN THOUSANDS,             2000         1999        1998       1997       1996
    EXCEPT PER SHARE DATA)      ----------   ----------   --------   --------   --------
                                                                 
BALANCE SHEET DATA:
Portfolio at value............  $1,788,001   $1,228,497   $807,119   $703,331   $612,411
Portfolio at cost.............   1,765,895    1,222,901    803,479    697,030    618,319
Total assets..................   1,853,817    1,290,038    856,079    807,775    713,360
Total debt outstanding(4).....     786,648      592,850    334,350    347,663    274,997
Preferred stock issued to
  SBA(4)......................       7,000        7,000      7,000      7,000      7,000
Shareholders' equity..........   1,029,692      667,513    491,358    420,060    402,134
Shareholders' equity per
  common share (NAV)..........  $    12.11   $    10.20   $   8.79   $   8.07   $   8.34
Common shares outstanding at
  period end(3)...............      85,057       65,414     55,919     52,047     48,238




                                                YEAR ENDED DECEMBER 31,
                                --------------------------------------------------------
                                   2000         1999        1998       1997       1996
                                ----------   ----------   --------   --------   --------
                                                                 
OTHER DATA:
New portfolio investments.....  $  901,545   $  751,871   $524,530   $364,942   $283,295
Loan repayments...............     154,112      145,706    138,081    233,005    179,292
Loan sales(5).................     280,244      198,368     81,013     53,912     27,715
Realized gains................      28,604       31,536     25,757     15,804     30,417
Realized losses...............     (13,081)      (6,145)    (3,216)    (5,100)   (11,262)


-------------------------
(1) See "Management's Discussion and Analysis of Financial Condition and Results
    of Operations -- Results of Operations -- Comparison of the Years Ended
    December 31, 2000, 1999 and 1998."

(2) Distributions are based on taxable income, which differs from income for
    financial reporting purposes. In 1997, Allied Capital Corporation (old)
    distributed $0.34 per common share representing the 844,914 shares of Allied
    Capital Lending Corporation distributed in conjunction with the merger. The
    distribution resulted in a partial return of capital. Also in conjunction
    with the merger, the Company distributed $0.17 per common share representing
    the undistributed earnings of the predecessor companies at December 31,
    1997.

(3) Excludes 234,977, 516,779 and 810,456 common shares held in the deferred
    compensation trust at or for the year ended December 31, 2000, 1999 and
    1998, respectively.

(4) See "Senior Securities" on page 28 for more information regarding the
    Company's level of indebtedness.

(5) Excludes loans sold through securitization in January 1998. See
    "Management's Discussion and Analysis of Financial Condition and Results of
    Operations -- Results of Operations -- Comparison of the Years Ended
    December 31, 2000, 1999 and 1998."
                                        6
   17



                                                      2000                                    1999
                                      -------------------------------------   -------------------------------------
           (IN THOUSANDS,              QTR 4     QTR 3     QTR 2     QTR 1     QTR 4     QTR 3     QTR 2     QTR 1
       EXCEPT PER SHARE DATA)         -------   -------   -------   -------   -------   -------   -------   -------
                                                                                    
QUARTERLY DATA:
Total interest and related portfolio
  income............................  $61,735   $55,992   $49,965   $43,897   $42,278   $37,998   $33,186   $27,678
Portfolio income before net realized
  and unrealized gains..............   34,725    30,719    24,700    22,573    21,319    19,273    16,619    13,830
Net increase in net assets resulting
  from operations...................   42,281    36,449    34,790    29,581    30,925    26,944    22,121    18,580
Basic earnings per common share.....  $  0.52   $  0.48   $  0.50   $  0.45   $  0.49   $  0.44   $  0.38   $  0.33
Diluted earnings per common share...     0.52      0.48      0.50      0.45      0.49      0.44      0.38      0.33
Net asset value per common
  share(1)..........................    12.11     11.56     10.96     10.44     10.20      9.66      9.17      9.00
Dividends declared per common
  share.............................     0.46      0.46      0.45      0.45      0.40      0.40      0.40      0.40


-------------------------
(1) We determine net asset value per common share as of the last day of the
    quarter. The net asset values shown are based on outstanding shares at the
    end of each period, excluding common shares held in the Company's deferred
    compensation trust.

                               WHERE YOU CAN FIND
                             ADDITIONAL INFORMATION

     We have filed with the Commission a registration statement on Form N-2
together with all amendments and related exhibits under the Securities Act of
1933, as amended (the "Securities Act"). The registration statement contains
additional information about us and the registered securities being offered by
this prospectus. You may inspect the registration statement and the exhibits
without charge at the Securities and Exchange Commission at 450 Fifth Street,
NW, Washington, DC 20549. You may obtain copies from the Commission at
prescribed rates.

     We file annual, quarterly and special reports, proxy statements and other
information with the Commission. You can inspect, without charge, at the public
reference facilities of the Commission at 450 Fifth Street, NW, Washington, DC
20549. The Commission also maintains a web site at http://www.sec.gov that
contains reports, proxy statements and other information regarding public
companies, including our Company. You can also obtain copies of these materials
from the public reference section of the Commission at 450 Fifth Street, NW,
Washington, DC 20549, at prescribed rates. Please call the Commission at
202-942-8090 for further information on the public reference room. Copies may
also be obtained, after paying a duplicating fee, by electronic request to
publicinfo@sec.gov or by written request to Public Reference Section,
Washington, DC 20549-0102. You can also inspect reports and other information we
file at the offices of the Nasdaq Stock Market, 1735 K Street, NW, Washington,
DC 20006.
                                        7
   18

                                  RISK FACTORS

     Investing in the Company involves a number of significant risks and other
factors relating to the structure and investment objective of the Company. As a
result, there can be no assurance that the Company will achieve its investment
objective. In addition to the information contained in this prospectus, you
should consider carefully the following information before making investments in
the Securities.

     INVESTING IN PRIVATE COMPANIES INVOLVES A HIGH DEGREE OF RISK.  Our
portfolio consists primarily of long-term loans to and investments in private
companies. Investments in private businesses involve a high degree of business
and financial risk, which can result in substantial losses and accordingly
should be considered speculative. There is generally no publicly available
information about the companies in which we invest, and we rely significantly on
the diligence of our employees and agents to obtain information in connection
with the Company's investment decisions. In addition, some smaller businesses
have narrower product lines and market shares than their competition, and may be
more vulnerable to customer preferences, market conditions or economic
downturns, which may adversely affect the return on, or the recovery of, our
investment in such businesses.

     OUR FINANCIAL RESULTS COULD BE NEGATIVELY AFFECTED IF BLX FAILS TO PERFORM
AS EXPECTED.  Business Loan Express, Inc. ("BLX") is our largest portfolio
investment. Our financial results could be negatively affected if BLX, as a
portfolio company, fails to perform as expected.

     OUR BORROWERS MAY DEFAULT ON THEIR PAYMENTS.  We make unsecured,
subordinated loans and invest in equity securities, which may involve a higher
degree of repayment risk. We primarily invest in and lend to companies that may
have limited financial resources and that may be unable to obtain financing from
traditional sources. Numerous factors may affect a borrower's ability to repay
its loan, including the failure to meet its business plan, a downturn in its
industry or negative economic conditions. Deterioration in a borrower's
financial condition and prospects may be accompanied by deterioration in any
collateral for the loan.

     OUR PORTFOLIO OF INVESTMENTS IS ILLIQUID.  We acquire most of our
investments directly from private companies. The majority of the investments in
our portfolio will be subject to restrictions on resale or otherwise have no
established trading market. The illiquidity of most of our portfolio may
adversely affect our ability to dispose of loans and securities at times when it
may be advantageous for us to liquidate such investments.

     INVESTMENTS IN NON-INVESTMENT GRADE COMMERCIAL MORTGAGE-BACKED SECURITIES
MAY BE ILLIQUID AND MAY HAVE A HIGHER RISK OF DEFAULT.  The commercial
mortgage-backed securities ("CMBS") in which we invest are non-investment grade,
which means that nationally recognized statistical rating organizations rate
them below the top four investment-grade rating categories (i.e., "AAA" through
"BBB"), and are sometimes referred to as "junk bonds." The non-investment grade
CMBS tend to be less liquid, may have a higher risk of default and may be more
difficult to value. Non-investment grade securities usually provide a higher
yield than do investment-grade bonds, but with the higher return comes greater
risk. Non-investment grade securities are considered speculative, and their
capacity to pay principal and interest in accordance with the terms of their
issue is not ensured.

                                        8
   19

     OUR PORTFOLIO INVESTMENTS ARE RECORDED AT FAIR VALUE AS DETERMINED BY THE
BOARD OF DIRECTORS IN ABSENCE OF READILY ASCERTAINABLE PUBLIC MARKET
VALUES.  Pursuant to the requirements of the Investment Company Act of 1940
("1940 Act"), the Board of Directors is required to value each asset quarterly,
and we are required to carry our portfolio at fair value as determined by the
Board of Directors. Since there is typically no public market for the loans and
equity securities of the companies in which we make investments, our Board of
Directors estimates the fair value of these loans and equity securities pursuant
to a written valuation policy and a consistently applied valuation process.
Unlike banks, we are not permitted to provide a general reserve for anticipated
loan losses; we are instead required by the 1940 Act to specifically value each
individual investment and record an unrealized loss for an asset that we believe
has become impaired. Without a readily ascertainable market value, the estimated
value of our portfolio of loans and equity securities may differ significantly
from the values that would be placed on the portfolio if there existed a ready
market for the loans and equity securities. We adjust quarterly the valuation of
our portfolio to reflect the Board of Directors' estimate of the current
realizable value of each investment in our portfolio. Any changes in estimated
value are recorded in the Company's statement of operations as "Net unrealized
gains (losses)."

     WE BORROW MONEY WHICH MAGNIFIES THE POTENTIAL FOR GAIN OR LOSS ON AMOUNTS
INVESTED AND MAY INCREASE THE RISK OF INVESTING IN OUR COMPANY.  We borrow from,
and issue senior debt securities to, banks, insurance companies and other
lenders. Lenders of these senior securities have fixed dollar claims on our
consolidated assets that are superior to the claims of our common shareholders.
Borrowings, also known as leverage, magnify the potential for gain or loss on
amounts invested and, therefore, increase the risks associated with investing in
our securities. If the value of our consolidated assets increases, then
leveraging would cause the net asset value attributable to the Company's common
stock to increase more sharply than it would have had we not leveraged.
Conversely, if the value of our consolidated assets decreases, leveraging would
cause net asset value to decline more sharply than it otherwise would have had
we not leveraged. Similarly, any increase in our consolidated income in excess
of consolidated interest payable on the borrowed funds would cause our net
income to increase more than it would without the leverage, while any decrease
in our consolidated income would cause net income to decline more sharply than
it would have had we not borrowed. Such a decline could negatively affect our
ability to make common stock dividend payments. Leverage is generally considered
a speculative investment technique.

     At December 31, 2000, the Company had $786.6 million of outstanding
indebtedness, bearing a weighted annual interest cost of 8.3%. In order for us
to cover these annual interest payments on indebtedness, we must achieve annual
returns on our December 31, 2000 portfolio of at least 3.4%.

     Illustration.  The following table illustrates the effect of leverage on
returns from an investment in our common stock assuming various annual returns,
net of expenses. The

                                        9
   20

calculations in the table below are hypothetical and actual returns may be
higher or lower than those appearing below.

                   ASSUMED RETURN ON THE COMPANY'S PORTFOLIO
                               (NET OF EXPENSES)



                                -20%     -10%     -5%      0%      5%     10%     20%
                               ------   ------   ------   -----   ----   -----   -----
                                                            
Corresponding return to
  shareholder(1).............  -42.4%   -24.4%   -15.4%   -6.4%   2.6%   11.6%   29.6%


-------------------------
(1) The calculation assumes (i) $1,853.8 million in total assets, (ii) an
    average cost of funds of 8.3%, (iii) $786.6 million in debt outstanding and
    (iv) $1,029.7 million of shareholders' equity.

     WE MAY NOT BORROW MONEY UNLESS WE MAINTAIN ASSET COVERAGE FOR INDEBTEDNESS
OF AT LEAST 200% WHICH MAY AFFECT RETURNS TO SHAREHOLDERS.  We must maintain
asset coverage for a class of senior security representing indebtedness of at
least 200%. Our ability to achieve our investment objective may depend in part
on our continued ability to maintain a leveraged capital structure by borrowing
from banks or other lenders on favorable terms. There can be no assurance that
we will be able to maintain such leverage. If asset coverage declines to less
than 200%, we may be required to sell a portion of our investments when it is
disadvantageous to do so. As of December 31, 2000, our asset coverage for
indebtedness was 245%.

     CHANGES IN INTEREST RATES MAY AFFECT OUR COST OF CAPITAL AND NET OPERATING
INCOME.  Because we borrow money to make investments, our net operating income
is dependent upon the difference between the rate at which we borrow funds and
the rate at which we invest these funds. As a result, there can be no assurance
that a significant change in market interest rates will not have a material
adverse effect on our portfolio income. In periods of sharply rising interest
rates, our cost of funds would increase, which would reduce our net operating
income before net realized and unrealized gains. However, there would be no
effect on the return, if any, that could be generated from our equity interests.
We use a combination of long-term and short-term borrowings and equity capital
to finance our investing activities. The Company utilizes its short-term credit
facilities only as a means to bridge to long-term financing. Our long-term
fixed-rate investments are financed primarily with long-term fixed-rate debt and
equity. We may use interest rate risk management techniques in an effort to
limit our exposure to interest rate fluctuations. Such techniques may include
various interest rate hedging activities to the extent permitted by the 1940
Act.

     BECAUSE WE MUST DISTRIBUTE INCOME, WE WILL CONTINUE TO NEED ADDITIONAL
CAPITAL TO GROW.  We will continue to need capital to fund incremental growth in
our investments. Historically, we have borrowed from financial institutions and
have issued equity securities. A reduction in the availability of new capital
could limit our ability to grow. We must distribute at least 90% of our taxable
net operating income excluding net realized long-term capital gains to our
stockholders to maintain our regulated investment company ("RIC") status. As a
result such earnings will not be available to fund investment originations. We
expect to continue to borrow from financial institutions and sell additional
equity securities. If we fail to obtain funds from such sources or from other
sources to fund our investments, it could limit our ability to grow, which could
have a material adverse

                                        10
   21

effect on the value of the Company's common stock. In addition, as a business
development company ("BDC"), we are generally required to maintain a ratio of at
least 200% of total assets to total borrowings, which may restrict our ability
to borrow in certain circumstances.

     OUR PRIVATE FINANCE INVESTMENTS MAY NOT PRODUCE CAPITAL GAINS.  Private
finance investments are typically structured as debt securities with a
relatively high fixed rate of interest and with an equity feature such as
conversion rights, warrants or options. As a result, private finance investments
generate interest income from the time they are made, and may also produce a
realized gain from an accompanying equity feature. We cannot be sure that our
portfolio will generate a current return or capital gains.

     LOSS OF PASS-THROUGH TAX TREATMENT WOULD SUBSTANTIALLY REDUCE NET ASSETS
AND INCOME AVAILABLE FOR DIVIDENDS.  We have operated the Company so as to
qualify to be taxed as a RIC under Subchapter M of the Internal Revenue Code of
1986, as amended ("Code"). If we meet source of income, diversification and
distribution requirements, the Company qualifies for pass-through tax treatment.
If the Company fails to qualify as a RIC, the Company would become subject to
federal income tax as if it were an ordinary corporation, which would
substantially reduce our net assets and the amount of income available for
distribution to our shareholders. The Company would cease to qualify for
pass-through tax treatment if it were unable to comply with these requirements,
or if it ceased to qualify as a BDC under the 1940 Act. We also could be subject
to a 4% excise tax and/or corporate level income tax if we fail to make required
distributions.

     WE OPERATE IN A COMPETITIVE MARKET FOR INVESTMENT OPPORTUNITIES.  We
compete for investments with many other companies and individuals, some of whom
have greater resources than we do. Increased competition would make it more
difficult for us to purchase or originate investments at attractive prices. As a
result of this competition, sometimes we may be precluded from making otherwise
attractive investments.

     CHANGES IN THE LAW OR REGULATIONS THAT GOVERN THE COMPANY COULD HAVE A
MATERIAL IMPACT ON THE COMPANY OR OUR OPERATIONS.  We are regulated by the
Securities and Exchange Commission and the SBA. In addition, changes in the laws
or regulations that govern BDCs, RICs, real estate investment trusts ("REITs")
and SBICs may significantly affect our business. Any change in the law or
regulations that govern our business could have a material impact on the Company
or its operations. Laws and regulations may be changed from time to time, and
the interpretations of the relevant laws and regulations also are subject to
change.

     QUARTERLY RESULTS MAY FLUCTUATE AND MAY NOT BE INDICATIVE OF FUTURE
QUARTERLY PERFORMANCE.  The Company's quarterly operating results could
fluctuate and therefore, you should not rely on quarterly results to be
indicative of the Company's performance in future quarters. Factors that could
cause quarterly operating results to fluctuate include, among others, variations
in the investment origination volume, variation in timing of prepayments,
variations in and the timing of the recognition of realized and unrealized gains
or losses, the degree to which we encounter competition in our markets and
general economic conditions.

                                        11
   22

                DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS

     INFORMATION CONTAINED OR INCORPORATED BY REFERENCE IN THIS PROSPECTUS, AND
THE ACCOMPANYING PROSPECTUS SUPPLEMENT, IF ANY, MAY CONTAIN "FORWARD-LOOKING
STATEMENTS" WHICH CAN BE IDENTIFIED BY THE USE OF FORWARD-LOOKING TERMINOLOGY
SUCH AS "MAY," "WILL," "EXPECT," "INTEND," "ANTICIPATE," "ESTIMATE" OR
"CONTINUE" OR THE NEGATIVE THEREOF OR OTHER VARIATIONS OR SIMILAR WORDS OR
PHRASES. THE MATTERS DESCRIBED IN "RISK FACTORS" AND CERTAIN OTHER FACTORS NOTED
THROUGHOUT THIS PROSPECTUS, AND THE ACCOMPANYING PROSPECTUS SUPPLEMENT, IF ANY,
AND IN ANY EXHIBITS TO THE REGISTRATION STATEMENT OF WHICH THIS PROSPECTUS, AND
THE ACCOMPANYING PROSPECTUS SUPPLEMENT, IF ANY, IS A PART, CONSTITUTE CAUTIONARY
STATEMENTS IDENTIFYING IMPORTANT FACTORS WITH RESPECT TO ANY SUCH
FORWARD-LOOKING STATEMENTS, INCLUDING CERTAIN RISKS AND UNCERTAINTIES, THAT
COULD CAUSE ACTUAL RESULTS TO DIFFER MATERIALLY FROM THOSE IN SUCH
FORWARD-LOOKING STATEMENTS.

                                        12
   23

                                  THE COMPANY

     Our Company is principally engaged in lending to and investing in private
and undervalued public companies. The Company is organized in the state of
Maryland and is an internally managed closed-end management investment company
that has elected to be regulated as a business development company (as defined
above, a "BDC") under the 1940 Act.

     Our executive offices are located at 1919 Pennsylvania Avenue, NW,
Washington, DC 20006 and our telephone number is (202) 331-1112. In addition, we
have three regional offices in New York, Chicago and San Francisco. We also have
an office in Frankfurt, Germany.

                                USE OF PROCEEDS

     Unless otherwise specified in the prospectus supplement accompanying this
prospectus, we intend to use the net proceeds from selling Securities for
general corporate purposes, which may include investment in private and
undervalued public companies, purchase of commercial mortgage-backed securities,
repayment of indebtedness, acquisitions and other general corporate purposes.

     We raise equity from time to time using a shelf registration statement. We
raise new equity when we have a clear use of proceeds for attractive investment
opportunities. Historically, this process has enabled us to raise equity on an
accretive basis for existing shareholders of our common stock.

     We anticipate that substantially all of the net proceeds of any offering of
Securities will be used, as described above, within six months, but in no event
longer than two years. Pending investment, we intend to invest the net proceeds
of any offering of Securities in time deposits, income-producing securities with
maturities of three months or less that are issued or guaranteed by the federal
government or an agency of the federal government, and high quality debt
securities maturing in one year or less from the time of investment. Our ability
to achieve our investment objective may be limited to the extent that the net
proceeds of any offering, pending full investment, are held in time deposits and
other short-term instruments.

                                        13
   24

                 PRICE RANGE OF COMMON STOCK AND DISTRIBUTIONS

     Our common stock is traded on the Nasdaq National Market under the symbol
"ALLC." The following table lists the high and low closing sales prices for the
Company's common stock. The stock quotations are interdealer quotations and do
not include markups, markdowns or commissions. On March 30, 2001, the last
reported closing sale price of the common stock was $20.13 per share.



                                                        CLOSING SALE PRICE
                                                        ------------------
                                                         HIGH        LOW
                                                        -------    -------
                                                             
YEAR ENDED DECEMBER 31, 1999
  First Quarter..................................       $20.250    $16.500
  Second Quarter.................................        24.000     17.000
  Third Quarter..................................        23.813     20.250
  Fourth Quarter.................................        23.125     16.750
YEAR ENDED DECEMBER 31, 2000
  First Quarter..................................       $19.688    $16.063
  Second Quarter.................................        18.688     16.563
  Third Quarter..................................        21.125     17.438
  Fourth Quarter.................................        21.375     18.500
YEAR ENDING DECEMBER 31, 2001
  First Quarter..................................       $24.938    $20.125


     Our common stock continues to trade in excess of net asset value. There can
be no assurance, however, that we will maintain a premium to net asset value.

     We pay quarterly dividends to stockholders of our common stock. The amount
of our quarterly dividends is determined by the Board of Directors. The
Company's board has established a dividend policy to review the dividend rate
quarterly and to adjust the quarterly dividend rate as the Company's earnings
momentum builds. See "Management's Discussion and Analysis of Financial
Condition and Results of Operations -- Equity Capital and Dividends" and "Tax
Status." We cannot assure that we will achieve investment results or maintain a
tax status that will permit any particular level of dividend payment.

     Our credit facilities limit our ability to declare dividends if we default
under certain provisions.

     We have adopted an "opt out" dividend reinvestment plan ("DRIP plan") for
our common stockholders. Under the DRIP plan, if your shares of our common stock
are registered in your name, your dividends will be automatically reinvested in
additional shares of common stock unless you "opt out" of the DRIP plan.

                                        14
   25

                      MANAGEMENT'S DISCUSSION AND ANALYSIS
                OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

     The information contained in this section should be read in conjunction
with the Selected Consolidated Financial Data and the Company's 2000
Consolidated Financial Statements and Notes thereto.

OVERVIEW

     The Company provides private investment capital to private and undervalued
public companies in a variety of different industries and in diverse geographic
locations. Our lending and investment activity is focused in private finance and
commercial real estate finance, primarily the purchase of commercial
mortgage-backed securities.

     The Company's portfolio composition at December 31, 2000, 1999 and 1998 was
as follows:



                                                              2000   1999   1998
                                                              ----   ----   ----
                                                                   
Private Finance.............................................   72%    53%    48%
Commercial Real Estate Finance..............................   28%    42%    44%
Small Business Finance......................................   --%     5%     8%


     The Company's earnings depend primarily on the level of interest and
related portfolio income and net realized and unrealized gains earned on the
Company's investment portfolio after deducting interest paid on borrowed capital
and operating expenses. Interest income results from the stated interest rate
earned on a loan and the amortization of loan origination points and discounts.
The level of interest income is directly related to the balance of the
investment portfolio multiplied by the weighted average yield on the portfolio.
The Company's ability to generate interest income is dependent on economic,
regulatory and competitive factors that influence interest rates and loan
originations, and the Company's ability to secure financing for its investment
activities.

PORTFOLIO AND INVESTMENT ACTIVITY

     Total portfolio investment activity and yields as of and for the years
ended December 31, 2000, 1999 and 1998 were as follows:



              ($ IN MILLIONS)                   2000       1999      1998
              ---------------                 --------   --------   ------
                                                           
Portfolio at Value..........................  $1,788.0   $1,228.5   $807.1
New Investments.............................  $  901.5   $  751.9   $524.5
Repayments..................................  $  154.1   $  145.7   $138.0
Sales.......................................  $  280.2   $  198.4   $304.4
Yield.......................................     14.1%      13.0%    12.5%


PRIVATE FINANCE

     Private finance investment activity and yields as of and for the years
ended December 31, 2000, 1999 and 1998 were as follows:



               ($ IN MILLIONS)                   2000      1999     1998
               ---------------                 --------   ------   ------
                                                          
Portfolio at Value...........................  $1,282.5   $647.0   $388.6
New Investments..............................  $  600.9   $346.7   $236.0
Repayments...................................  $  117.7   $ 87.5   $ 41.3
Yield........................................     14.6%    14.2%    14.6%


                                        15
   26

     The private finance portfolio increased 98% and 67% during the years ended
December 31, 2000 and 1999, respectively. The Company's increasing capital base
has enabled it to make larger private finance investments, supporting the
increase in originations in 2000, 1999 and 1998. Key investment characteristics
for new private finance mezzanine investments were as follows:



                                                    2000    1999    1998
                                                   ------   -----   -----
                                                           
New investment characteristics:
  Number of investments..........................      34      27      19
  Average investment size (millions).............  $ 14.0   $12.4   $10.6
  Average current yield..........................    14.7%   13.6%   13.3%
  Average portfolio company revenue (millions)...  $153.5   $86.9   $81.3
  Average portfolio company years in business....      36      29      22


     The average investment characteristics above are computed using simple
averages based upon underwriting data for investment activity for that year. As
a result, any one investment may have had individual investment characteristics
that may vary significantly from the stated simple average. In addition, average
investment characteristics may vary from year to year.

     The current yield on the private finance portfolio will fluctuate over time
depending on the equity "kicker" or warrants received with each debt financing.
Private finance investments are generally structured such that equity kickers
may provide an additional future investment return of up to 10%.

     In addition to the Company's core private finance investment activity, the
Company acquired 95% of BLC Financial Services, Inc. in a "going private" buyout
transaction for $95.2 million on December 31, 2000. The Company issued
approximately 4.1 million shares, or $86.1 million of new equity, and paid $9.1
million in cash to acquire BLC. The new portfolio company has changed its name
to Business Loan Express, Inc. ("BLX").

     As part of the transaction, the Company recapitalized its Allied Capital
Express operations as an independently managed private portfolio company and
merged it into BLX. As part of the recapitalization, the Company contributed
certain assets, including the online rules-based underwriting technology and
fixed assets, and transferred 37 employees into the private portfolio company.
Upon completion of the transaction, the Company's investment in BLX totaled $204
million and consisted of $75 million of 25% subordinated debt, $25 million of
preferred stock, and $104 million of common stock. In addition, the Company has
entered into a management contract with BLX to provide management services,
including certain technology and transition services. The Company's investment
in BLX is included in the private finance portfolio.

     BLX is a non-bank small business lender licensed as a participant in the
SBA 7(a) Guaranteed Loan Program. BLX is headquartered in New York City, has 22
offices throughout the country and is an SBA-designated Preferred Lender in 64
markets.

     During the second quarter of 2000, the Company began an initiative to
invest in and strategically partner with select private equity funds focused on
investments in technology and the new economy. The strategy for these fund
investments is to provide solid investment returns and build strategic
relationships with the fund managers and their portfolio companies. The Company
believes that it will have opportunities to co-invest with the funds as well as
finance their portfolio companies as they mature.

     The Company believes that the fund investment strategy is an effective
means of participating in technology investing through a diverse pooled
investment portfolio. The

                                        16
   27

fund concept allows the Company to participate in a pooled investment return
without exposure to the risk of any single technology investment. During 2000,
the Company committed a total of $41.5 million to seven private equity funds.
The committed amount is expected to be invested over the next three years. The
Company funded $7.0 million of this commitment during 2000.

COMMERCIAL REAL ESTATE FINANCE

     Commercial real estate finance investment activity and yields as of and for
the years ended December 31, 2000, 1999 and 1998 were as follows:



                ($ IN MILLIONS)                   2000     1999     1998
                ---------------                  ------   ------   ------
                                                          
Portfolio at Value.............................  $505.5   $520.0   $355.0
New Investments................................  $149.0   $288.7   $214.6
Repayments.....................................  $ 24.8   $ 51.5   $ 92.5
Sales..........................................  $151.7   $ 86.1   $256.9
Yield..........................................   13.1%    12.3%    10.4%


     The commercial real estate finance portfolio decreased 3% and increased 46%
for the years ended December 31, 2000 and 1999, respectively. During 1998, the
Company reduced its commercial mortgage loan origination activity for its own
portfolio due to declining interest rates and began to sell its loans to other
lenders. Then, beginning in the fourth quarter of 1998, the Company began to
take advantage of a unique market opportunity to acquire non-investment grade
commercial mortgage-backed securities ("CMBS") at significant discounts from the
face amount of the bonds. Turmoil in the capital markets created a lack of
liquidity for the traditional buyers of non-investment grade bonds. As a result,
yields on these collateralized bonds increased, thus providing an attractive
investment opportunity. The Company believes that CMBS is an attractive asset
class because of the yields that can be earned on a security that is fully
secured by commercial mortgage loans. The Company opportunistically purchased
CMBS throughout 1999 and 2000. The Company plans to continue its CMBS investment
activity, however, in order to maintain a balanced portfolio the Company expects
that purchased CMBS will continue to represent approximately 20% to 25% of total
assets during 2001. The Company's CMBS investment activity level will be
dependent upon its ability to purchase CMBS at attractive yields.

     The Company purchases CMBS at an average discount of 50% from the face
amount of the bonds. During 2000, the Company purchased $124.3 million in CMBS
with a face amount of $244.6 million and a weighted average yield to maturity of
14.7% after assuming a 1% loss rate on the underlying collateral mortgage pool.
In 1999, the Company purchased $245.9 million in CMBS with a face amount of
$507.9 million and a weighted average yield to maturity of 14.6% after assuming
a 1% loss rate on the underlying collateral mortgage pool.

     As part of the Company's strategy to maximize its return on equity capital,
during the fourth quarter of 2000 the Company sold $98.7 million of CMBS bonds
rated BB+, BB and BB-. These bonds had an effective yield of 11.5%, and were
sold for $102.5 million, resulting in a realized gain on the sale. The sale of
these bonds increased the Company's overall liquidity and raised the yield on
the Company's remaining purchased CMBS portfolio to 15.4%, after assuming a 1%
loss on the entire underlying mortgage loan pool. At December 31, 2000, the
value of the purchased CMBS portfolio was $311.3 million and the unamortized
discount was $364.9 million.

                                        17
   28

     The original principal balance of the underlying pool of the approximately
2,600 loans that are collateral for the Company's CMBS had underwritten loan to
value ("LTV") and underwritten debt service coverage ratios ("DSCR") as follows:



                 LOAN TO VALUE RANGES                        $        %
                 --------------------                    ---------   ---
                                                           ($ IN
                                                         MILLIONS)
                                                               
Less than 60%..........................................  $ 1,535.0    12%
60-65%.................................................      961.8     8%
65-70%.................................................    2,050.9    16%
70-75%.................................................    4,247.0    33%
75-80%.................................................    3,727.4    29%
Greater than 80%.......................................      212.4     2%
                                                         ---------   ---
                                                         $12,734.5   100%
                                                         =========   ===
Weighted average LTV...................................      71.0%




                 DEBT SERVICE COVERAGE
                     RATIO RANGES                            $        %
                 ---------------------                   ---------   ---
                                                           ($ IN
                                                         MILLIONS)
                                                               
Greater than 2.00......................................  $   465.5     4%
1.76-2.00..............................................      433.0     3%
1.51-1.75..............................................    1,487.6    12%
1.26-1.50..............................................    7,172.2    56%
1.00-1.25..............................................    3,176.2    25%
                                                         ---------   ---
                                                         $12,734.5   100%
                                                         =========   ===
Weighted average DSCR..................................       1.31


     The Company has been liquidating much of its whole commercial mortgage loan
portfolio so that it can redeploy the proceeds into higher yielding assets. For
the year ended December 31, 2000, the Company sold $53.1 million of commercial
mortgage loans.

     At December 31, 2000, the Company's whole commercial loan portfolio had
been reduced to $106.4 million from $154.1 million at December 31, 1999. During
1999, the Company sold $86.1 million of commercial mortgage loans.

     During 1998, the Company sold through securitization approximately $295
million in lower yielding commercial mortgage loans and sold whole loans to
third parties aggregating approximately $33.5 million.

SMALL BUSINESS FINANCE

     As discussed above in the Private Finance section, the Company established
its Allied Capital Express operations as an independently managed private
portfolio company at the end of 2000 and these operations are now included in
the private finance portfolio.

     During the second quarter of 1999, the Company combined its whole
commercial real estate loan origination activity with its SBA 7(a) lending
activity in order to increase its loans originated for sale business under the
Allied Capital Express brand name. Through Allied Capital Express, the Company
provided small business and commercial real estate loans up to $3 million. The
majority of the loans originated in this area were originated for sale,
generally at premiums of up to 10% of the loan amount.

                                        18
   29

     Allied Capital Express loan activity and yields as of and for the years
ended December 31, 2000, 1999 and 1998 were as follows:



                ($ IN MILLIONS)                    2000     1999    1998
                ---------------                   ------   ------   -----
                                                           
Portfolio at Value..............................  $   --   $ 61.4   $63.6
New Investments.................................  $151.6   $116.5   $73.9
Repayments......................................  $ 11.6   $  6.7   $ 4.2
Sales...........................................  $128.5   $112.3   $47.5
Yield...........................................      --    11.5%   11.2%


     Allied Capital Express loan origination activity for 2000 and 1999
increased due to the opening of new regional office locations and from
opportunities created by the Company's Internet site launched in the fall of
1999. Loans in the Allied Capital Express program were originated for sale;
therefore, the increase in loan sales was the result of the increase in
originations. In addition, beginning in 1999, the Company began to sell 90% of
the unguaranteed portion of SBA 7(a) loans through a structured finance
agreement with a commercial paper conduit. Allied Capital Express targeted small
commercial real estate loans that were, in many cases, originated in conjunction
with SBA 7(a) loans. SBA 7(a) loans were originated with variable interest rates
priced at spreads ranging from 1.75% to 2.75% over the prime lending rate.

                                        19
   30

RESULTS OF OPERATIONS

COMPARISON OF THE YEARS ENDED DECEMBER 31, 2000, 1999 AND 1998

     The following table summarizes Allied Capital's operating results for the
years ended December 31, 2000, 1999 and 1998:



                                                                        PERCENT                                    PERCENT
                                         2000       1999      CHANGE    CHANGE      1999       1998      CHANGE    CHANGE
                                       --------   --------   --------   -------   --------   --------   --------   -------
                                                            (IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
                                                                                           
INTEREST AND RELATED PORTFOLIO INCOME
  Interest and dividends.............  $182,307   $121,112   $61,195       51%    $121,112   $80,281    $40,831       51%
  Premiums from loan dispositions....    16,138     14,284     1,854       13%      14,284     5,949      8,335      140%
  Post-Merger gain on securitization
    of commercial mortgage loans.....        --         --        --        0%          --    14,812    (14,812)    (100%)
  Investment advisory fees and other
    income...........................    13,144      5,744     7,400      129%       5,744     5,696         48        1%
                                       --------   --------   -------     -----    --------   -------    -------     -----
        Total interest and related
          portfolio income...........   211,589    141,140    70,449       50%     141,140   106,738     34,402       32%
                                       --------   --------   -------     -----    --------   -------    -------     -----
EXPENSES
  Interest...........................    57,412     34,860    22,552       65%      34,860    20,694     14,166       68%
  Employee...........................    19,842     16,136     3,706       23%      16,136    11,829      4,307       36%
  Administrative.....................    15,435     12,350     3,085       25%      12,350    11,921        429        4%
                                       --------   --------   -------     -----    --------   -------    -------     -----
        Total operating expenses.....    92,689     63,346    29,343       46%      63,346    44,444     18,902       43%
                                       --------   --------   -------     -----    --------   -------    -------     -----
  Formula and cut-off awards.........     6,183      6,753      (570)      (8%)      6,753     7,049       (296)      (4%)
                                       --------   --------   -------     -----    --------   -------    -------     -----
        Net operating income before
          net realized and unrealized
          gains......................   112,717     71,041    41,676       59%      71,041    55,245     15,796       29%
                                       --------   --------   -------     -----    --------   -------    -------     -----
NET REALIZED AND UNREALIZED GAINS
  Net realized gains.................    15,523     25,391    (9,868)     (39%)     25,391    22,541      2,850       13%
  Net unrealized gains...............    14,861      2,138    12,723      595%       2,138     1,079      1,059       98%
                                       --------   --------   -------     -----    --------   -------    -------     -----
        Total net realized and
          unrealized gains...........    30,384     27,529     2,855       10%      27,529    23,620      3,909       17%
                                       --------   --------   -------     -----    --------   -------    -------     -----
Income before income taxes...........   143,101     98,570    44,531       45%      98,570    78,865     19,705       25%
Income tax expense...................        --         --        --        0%          --       787       (787)    (100%)
                                       --------   --------   -------     -----    --------   -------    -------     -----
Net increase in net assets resulting
  from operations....................  $143,101   $ 98,570   $44,531       45%    $ 98,570   $78,078    $20,492       26%
                                       ========   ========   =======     =====    ========   =======    =======     =====
Diluted earnings per share...........  $   1.94   $   1.64   $  0.30       18%    $   1.64   $  1.50    $  0.14        9%
                                       ========   ========   =======     =====    ========   =======    =======     =====
Weighted average shares outstanding -
  diluted............................    73,472     60,044    13,428       22%      60,044    51,974      8,070       16%


     Net increase in net assets resulting from operations (NIA) results from
total interest and related portfolio income earned, less total expenses incurred
in the operations of the Company, plus net realized and unrealized gains or
losses.

     Total interest and related portfolio income is primarily a function of the
level of interest income earned and the balance of portfolio assets. In
addition, total interest and related portfolio income includes premiums from
loan dispositions, prepayment premiums, and investment advisory fees and other
income.



                                                  2000     1999     1998
                                                 ------   ------   ------
                                                 (IN MILLIONS, EXCEPT PER
                                                      SHARE AMOUNTS)
                                                          
Total Interest and Related Portfolio Income....  $211.6   $141.1   $106.7
Per share......................................  $ 2.88   $ 2.35   $ 2.05


                                        20
   31

     The increase in interest income earned results primarily from continued
growth of the Company's investment portfolio and the Company's focus on
increasing its overall portfolio yield. The Company's investment portfolio,
excluding non-interest bearing equity interests in portfolio companies,
increased by 29% to $1,471.8 million at December 31, 2000 from $1,141.2 million
at December 31, 1999, and increased by 51% during 1999 from $757.7 million at
December 31, 1998. The weighted average yield on the interest bearing
investments in the portfolio at December 31, 2000, 1999 and 1998 was as follows:



                                                  2000    1999    1998
                                                  -----   -----   -----
                                                         
Private Finance.................................  14.6%   14.2%   14.6%
Commercial Real Estate Finance..................  13.1%   12.3%   10.4%
Small Business Finance..........................     --   11.5%   11.2%
Total Portfolio.................................  14.1%   13.0%   12.5%


     Included in net premiums from loan dispositions are premiums from loan
sales and premiums received on the early repayment of loans. Premiums from loan
sales were $13.3 million, $10.5 million and $3.8 million for the years ended
December 31, 2000, 1999 and 1998, respectively. This premium income results
primarily from the premium paid by purchasers of loans originated through Allied
Capital Express, less the origination commissions associated with the loans
sold. In addition to selling the guaranteed portion of the SBA 7(a) loans, in
1999 the Company began to sell 90% of the unguaranteed portion of SBA 7(a) loans
through a structured finance agreement with a commercial paper conduit. The 176%
increase in premiums from loan sales in 1999 is primarily the result of a
significant increase in the sale of the guaranteed SBA 7(a) loans and
unguaranteed portions of SBA 7(a) loans. SBA 7(a) loan sales were $101.0
million, $93.7 million and $37.0 million for the years ended December 31, 2000,
1999 and 1998, respectively. Upon the merger of the Allied Capital Express
operations into BLX, the premium from loan sales earned historically is intended
to be replaced with interest income earned by the Company from its subordinated
debt investment in BLX as well as fees earned from its management contract with
BLX.

     Prepayment premiums were $2.8 million, $3.8 million and $2.2 million for
the years ended December 31, 2000, 1999 and 1998, respectively. While the
scheduled maturities of private finance and commercial real estate loans range
from five to ten years, it is not unusual for the Company's borrowers to
refinance or pay off their debts to the Company ahead of schedule. Because the
Company seeks to finance primarily seasoned, performing companies, such
companies at times can secure lower cost financing as their balance sheets
strengthen, or as more favorable interest rates become available. Therefore, the
Company generally structures its loans to require a prepayment premium for the
first three to five years of the loan.

     Total interest and related portfolio income for 1998 includes a one-time
gain on sale of $14.8 million resulting from a commercial mortgage loan
securitization transaction that was completed in January 1998. Excluding the
1998 gain on sale, total interest and related portfolio income increased for the
year ended December 31, 1999 by 53% as compared to the year ended December 31,
1998. The proceeds of $238.4 million from this transaction were used to repay
outstanding debt.

     Operating expenses include interest, employee and administrative expenses.
The Company's single largest expense is interest on indebtedness. The
fluctuations in interest expense during 2000, 1999 and 1998 are attributable to
changes in the level of borrowings by the Company and its subsidiaries under
various notes payable and debentures and

                                        21
   32

revolving credit facilities. The Company's borrowing activity and weighted
average interest cost, including fees and closing costs, were as follows:



                                                  2000     1999     1998
                                                 ------   ------   ------
                                                     ($ IN MILLIONS)
                                                          
Total Outstanding Debt.........................  $786.6   $592.9   $334.4
Average Outstanding Debt.......................  $707.4   $461.5   $261.3
Weighted Average Cost..........................    8.3%     7.9%     7.5%
BDC Asset Coverage*............................    245%     228%     273%


-------------------------
* As a BDC, the Company is generally required to maintain a ratio of 200% of
  total assets to total borrowings.

     Employee expenses include salaries and employee benefits. The increase in
salaries and employee benefits for the periods presented reflects the increase
in total employees, combined with wage increases and the experience level of
employees hired. Total employees were 97, 129 and 106 at December 31, 2000, 1999
and 1998, respectively. As part of the recapitalization of Allied Capital
Express discussed above, 37 employees of the Company were transferred to the
portfolio company at the end of 2000. Expenses related to these employees are
reflected in employee expense for the year.

     Administrative expenses include the leases for the Company's headquarters
in Washington, DC and its regional offices, travel costs, stock record expenses,
directors' fees, legal and accounting fees and various other expenses. For the
years ended December 31, 2000, 1999 and 1998, employee and administrative costs
as a percentage of total interest and related portfolio income less interest
expense plus net realized and unrealized gains was 19%, 21% and 22%,
respectively.

     The formula and cut-off awards totaled $6.2 million, $6.8 million and $7.0
million, or $0.08 per share, $0.11 per share and $0.14 per share, for the years
ended December 31, 2000, 1999 and 1998, respectively.

     The formula award expense totaled $5.7 million, $6.2 million and $6.2
million for the years ended December 31, 2000, 1999 and 1998, respectively. The
formula award was designed as an incentive compensation program that would
replace canceled stock options that were canceled as a result of the Company's
1997 Merger and would balance share ownership among key officers. The formula
award vested over a three-year period, on the anniversary date of the Merger,
beginning on December 31, 1998.

     The cut-off award expense totaled $0.5 million, $0.6 million and $0.8
million for the years ended December 31, 2000, 1999 and 1998, respectively. The
cut-off award was designed to cap the appreciated value in unvested options at
the Merger announcement date in order to set the foundation to balance option
awards upon the Merger. The cut-off award will only be payable if the award
recipient is employed by the Company on a future vesting date.

     Net realized gains resulted from the sale of equity securities associated
with certain private finance investments, commercial mortgage loans and CMBS
bonds, and the realization of unamortized discount resulting from the sale and
early repayment of private finance and commercial mortgage loans, offset by
losses on investments. Realized gains

                                        22
   33

and losses and net unrealized gains for the years ended December 31, 2000, 1999
and 1998 were as follows:



                                                    2000    1999    1998
                                                    -----   -----   -----
                                                        (IN MILLIONS)
                                                           
Realized Gains....................................  $28.6   $31.5   $25.8
Realized Losses...................................  (13.1)   (6.1)   (3.3)
                                                    -----   -----   -----
Net Realized Gains................................  $15.5   $25.4   $22.5
                                                    =====   =====   =====
Net Unrealized Gains..............................  $14.9   $ 2.1   $ 1.1
                                                    =====   =====   =====


     Realized gains during 2000 resulted primarily from transactions involving
eight investments -- Southwest PCS, L.P. ($11.5 million), Grant Television, Inc.
($5.4 million), CMBS bonds sold ($3.9 million), Julius Koch USA, Inc. ($1.7
million), Wilmar Industries, Inc. ($1.2 million), Hotelevision ($1.0 million),
FTI Consulting, Inc. ($0.7 million) and Panera Bread Co. ($0.7 million). The
Company reversed previously recorded unrealized appreciation of $7.5 million
when these gains were realized in 2000. Realized gains in 1999 and 1998 resulted
primarily from transactions involving 6 and 10 portfolio companies, and the
Company reversed previously recorded unrealized appreciation of $14.6 million
and $8.1 million, respectively, when these gains were realized.

     Realized losses in 2000, 1999 and 1998 represented 0.7%, 0.5% and 0.4% of
the Company's total assets, respectively. Realized losses of $13.1 million
during 2000 resulted primarily from two portfolio investments -- NETtel
Communications, Inc. ($8.5 million) and Total Foam, Inc. ($1.3 million). The
remaining losses consisted of several losses of less than $0.5 million each.
Losses realized in 2000 had been recognized in NIA over time as unrealized
depreciation when the Company determined that the respective portfolio
security's value had become impaired. Thus, the Company reversed previously
recorded unrealized depreciation totaling $12.0 million, $5.4 million and $3.6
million when the related losses were realized in 2000, 1999 and 1998,
respectively.

     Net unrealized gains for 2000, 1999 and 1998 consisted of valuation changes
resulting from the Board of Directors' valuation of the Company's assets and the
effect of reversals of unrealized appreciation or depreciation resulting from
realized gains or losses. At December 31, 2000, net unrealized appreciation in
the portfolio totaled $19.4 million and was composed of unrealized appreciation
of $49.1 million, resulting primarily from appreciated equity interests in
portfolio investments, and unrealized depreciation of $29.7 million resulting
primarily from underperforming loan and equity interests in the portfolio. At
December 31, 1999 and 1998, net unrealized appreciation in the portfolio totaled
$4.5 million and $2.4 million, respectively, and was composed of unrealized
appreciation of $32.1 million and $27.3 million, and unrealized depreciation of
$27.6 million and $24.9 million, respectively.

     The Company employs a standard grading system for the entire portfolio.
Grade 1 is used for those investments from which a capital gain is expected.
Grade 2 is used for investments performing in accordance with plan. Grade 3 is
used for investments that require closer monitoring; however, no loss of
interest or principal is expected. Grade 4 is used for investments for which
some loss of contractually due interest is expected, but no loss of principal is
expected. Grade 5 is used for investments for which some loss of principal is
expected and the investment is written down to net realizable value.

                                        23
   34

     At December 31, 2000, the Company's portfolio was graded as follows:



                                               PORTFOLIO          PERCENTAGE OF
GRADE                                          AT VALUE          TOTAL PORTFOLIO
-----                                       ---------------      ---------------
                                            ($ IN MILLIONS)
                                                           
1.........................................     $  208.3               11.7%
2.........................................      1,461.7               81.7%
3.........................................         15.4                0.9%
4.........................................         76.0                4.2%
5.........................................         26.6                1.5%
                                               --------              ------
                                               $1,788.0              100.0%
                                               ========              ======


     Included in Grade 4 and 5 investments are assets totaling $20.5 million and
$10.6 million that are secured by commercial real estate at December 31, 2000
and 1999, respectively. Grade 5 private finance investments at December 31, 2000
and 1999 totaled $18.7 million and $12.6 million at value, or 1.0% and 1.0% of
the Company's total portfolio, respectively. The Company continues to follow its
historical practices of working with a troubled portfolio company in order to
recover the maximum amount of the Company's investment, but records unrealized
depreciation for the expected full amount of the potential loss when such
exposure is identified.

     At December 31, 2000, delinquencies in the underlying collateral pool for
the Company's CMBS portfolio were negligible at 0.38%. The yield used to accrue
interest on this portfolio assumes a 1% loss rate on the entire underlying
collateral mortgage pool.

     For the total investment portfolio, loans greater than 120 days delinquent
were $56.4 million at value at December 31, 2000, or 3.2% of the total
portfolio. Included in this category are loans valued at $13.3 million that are
fully secured by commercial real estate. Loans greater than 120 days delinquent
at December 31, 1999 were $18.6 million at value, or 1.5% of the total
portfolio, which included $11.7 million that were fully secured by real estate.
As a provider of long-term privately negotiated investment capital, it is not
atypical to defer payment of principal or interest from time to time. As a
result, the amount of the portfolio that is greater than 120 days delinquent may
vary from quarter to quarter. The terms of the private finance agreements
frequently provide an opportunity for portfolio companies to restructure their
debt and equity capital. During such restructuring, the Company may not receive
or accrue interest or dividend payments. The investment portfolio is priced to
provide current returns for our shareholders assuming that a portion of the
portfolio at any time may not be accruing interest currently. The Company also
prices its investments for a total return including current interest or
dividends plus capital gains from the sale of equity securities. Therefore, the
amount of loans greater than 120 days delinquent is not necessarily an
indication of future principal loss or loss of anticipated investment return.
The Company's portfolio grading system is used as a means to assess loss of
investment return (Grade 4 assets) or loss of investment principal (Grade 5
assets).

     The Company has elected to be taxed as a regulated investment company
("RIC") under Subchapter M of the Internal Revenue Code of 1986, as amended
("Code"). As long as the Company qualifies as a RIC, the Company is not taxed on
its investment company taxable income or realized capital gains, to the extent
that such income or gains are distributed, or deemed to be distributed, to
shareholders on a timely basis. Annual tax distributions may differ from NIA for
the fiscal year due to timing differences in the recognition of income and
expenses, returns of capital and net unrealized appreciation or depreciation,
which are not included in taxable income.

                                        24
   35

     In order to maintain its RIC status, the Company must, in general, (1)
derive at least 90% of its gross income from dividends, interest, gains from the
sale of securities and other specified types of income; (2) meet investment
diversification requirements as defined in the Code; and (3) distribute annually
to shareholders at least 90% of its investment company taxable ordinary income.
The Company intends to take all steps necessary to continue to meet the RIC
qualifications. However, there can be no assurance that the Company will
continue to elect or qualify for such treatment in future years.

     The weighted average common shares outstanding used to compute basic
earnings per share were 73.2 million, 59.9 million and 51.9 million for the
years ended December 31, 2000, 1999 and 1998, respectively. The increases in the
weighted average shares reflect the issuance of new shares and the issuance of
shares pursuant to a dividend reinvestment plan.

     All per share amounts included in management's discussion and analysis have
been computed using the weighted average shares used to compute diluted earnings
per share, which were 73.5 million, 60.0 million and 52.0 million for the years
ended December 31, 2000, 1999 and 1998, respectively.

FINANCIAL CONDITION, LIQUIDITY AND CAPITAL RESOURCES

CASH AND CASH EQUIVALENTS

     At December 31, 2000, the Company had $2.4 million in cash and cash
equivalents. The Company invests otherwise uninvested cash in U.S. government-
or agency-issued or guaranteed securities that are backed by the full faith and
credit of the United States, or in high quality, short-term repurchase
agreements fully collateralized by such securities. The Company's objective is
to manage to a low cash balance and fund new originations with its credit
facilities.

DEBT

     The Company had outstanding debt at December 31, 2000 as follows:



                                                                               ANNUAL
                                                                              PORTFOLIO
                                                                               RETURN
                                                                   ANNUAL     TO COVER
                                     FACILITY       AMOUNT        INTEREST    INTEREST
                                      AMOUNT      OUTSTANDING     COST(1)    PAYMENTS(2)
                                     --------   ---------------   --------   -----------
                                          ($ IN MILLIONS)
                                                                 
Notes payable and debentures:
  Unsecured long-term notes
    payable........................  $  544.0       $544.0          8.1%        2.3%
  SBA debentures...................      87.3         78.3          8.3%        0.4%
  Auction rate reset note..........      76.6         76.6          8.6%        0.4%
  OPIC loan........................       5.7          5.7          6.6%        0.0%
                                     --------       ------          ----        ----
         Total notes payable and
           debentures..............  $  713.6       $704.6          8.2%        3.1%
                                     --------       ------          ----        ----
Revolving credit facilities:
    Revolving line of credit.......  $  417.5       $ 82.0          8.4%        3.7%
                                     --------       ------          ----        ----
         Total debt................  $1,131.1       $786.6          8.3%        3.4%
                                     ========       ======          ====        ====


-------------------------
(1) The annual interest cost includes the cost of commitment fees and other
    facility fees.
(2) The annual portfolio return to cover interest payments is calculated as the
    December 31, 2000 annualized cost of debt per class of financing divided by
    total assets at December 31, 2000.

     UNSECURED LONG-TERM NOTES PAYABLE.  The Company has issued long-term debt
to institutional lenders, primarily insurance companies. The notes have five- or
seven-year maturities. The notes require payment of interest only semi-annually,
and all principal is due upon maturity.

                                        25
   36

     SBA DEBENTURES.  The Company, through its SBIC subsidiary, has debentures
payable to the SBA with terms of ten years. The notes require payment of
interest only semi-annually, and all principal is due upon maturity. The Company
may borrow up to $108.8 million from the SBA under the SBIC program. At December
31, 2000, the Company has a commitment to borrow up to an additional $9 million
from the SBA. The commitment expires on September 30, 2004.

     AUCTION RATE RESET NOTE.  The Company has a $75 million Auction Rate Reset
Senior Note Series A that matures on December 2, 2002 and bears interest at the
three-month London Inter-Bank Offer Rate ("LIBOR") plus 1.75% which adjusts
quarterly. Interest is due quarterly and the Company, at its option, may pay or
defer and capitalize such interest payments. The amount outstanding on the note
will increase as interest due is deferred and capitalized.

     REVOLVING LINE OF CREDIT.  The Company has a two-year, $417.5 million
unsecured revolving line of credit that expires in May 2002. This facility may
be expanded up to $500 million. At the Company's option, the credit facility
bears interest at a rate equal to (i) the one-month LIBOR plus 1.25% or (ii) the
higher of (a) the Bank of America, N.A. prime rate or (b) the Federal Funds rate
plus 0.50%. The credit facility requires monthly payments of interest, and all
principal is due upon maturity.

EQUITY CAPITAL AND DIVIDENDS

     The Company raises debt and equity capital for continued investment in its
portfolio. Because the Company is a RIC, it distributes its income and requires
external capital for growth. Because the Company is a BDC, it is limited in the
amount of debt capital it may use to fund its growth, since it is generally
required to maintain a ratio of 200% of total assets to total borrowings, or
approximately 1 to 1 debt to equity capital ratio.

     To support its growth during 2000, the Company raised $250.9 million in new
equity capital primarily through the sale of shares from its shelf registration
statement. The Company issues equity from time to time using a shelf
registration statement when it has a clear use of proceeds for attractive
investment opportunities. Historically, this process has enabled the Company to
raise equity on an accretive basis for existing shareholders. In addition, the
Company issued $86.1 million of equity capital to purchase BLC Financial
Services, Inc. on December 31, 2000. At December 31, 2000, total shareholders'
equity had increased to $1.03 billion.

     The Company's Board reviews the dividend rate quarterly, and adjusts the
quarterly dividend rate throughout the year as the Company's earnings momentum
builds. For the first and second quarter of 2000, the Board declared a $0.45 per
common share dividend. For the third and fourth quarters of 2000, the Board
declared a dividend of $0.46 per common share. The Board declared a dividend of
$0.49 per common share for the first quarter of 2001.

     As a result of growth in ordinary taxable income combined with the
increased size and diversity of the Company's portfolio and its projected future
capital gains, the Company's Board of Directors will continue to evaluate
whether to retain or distribute capital gains as they occur. The Company's
dividend policy allows the Company to continue to distribute some capital gains,
but will also allow the Company to retain gains that exceed a normal capital
gains distribution level, and therefore avoid any unusual spike in dividends in
any one year. The dividend policy also enables the Board to selectively retain
gains to support future growth.

                                        26
   37

     The Company plans to maintain a strategy of financing its operations,
dividend requirements and future investments with cash from operations, through
borrowings under short- or long-term credit facilities or other debt securities,
through asset sales, or through the sale or issuance of new equity capital. The
Company will utilize its short-term credit facilities only as a means to bridge
to long-term financing. The Company evaluates its interest rate exposure on an
ongoing basis. The Company maintains a matched-funding philosophy that focuses
on matching the estimated maturities of its loan and investment portfolio to the
estimated maturities of its borrowings. To the extent deemed necessary, the
Company may hedge variable and short-term interest rate exposure through
interest rate swaps or other techniques. At December 31, 2000, the Company's
debt to equity ratio was less than 1 to 1 and weighted average cost of funds was
8.3%. There are no significant maturities of long-term debt until 2003. The
Company believes that it has access to capital sufficient to fund its ongoing
investment and operating activities, and from which to pay dividends.

                                        27
   38

                               SENIOR SECURITIES

     Information about our senior securities is shown in the following tables as
of the fiscal year ended December 31, unless otherwise noted. The "--" indicates
information which the Commission expressly does not require to be disclosed for
certain types of senior securities.



                              TOTAL AMOUNT
                               OUTSTANDING                  INVOLUNTARY
                              EXCLUSIVE OF       ASSET      LIQUIDATING      AVERAGE
                                TREASURY       COVERAGE     PREFERENCE     MARKET VALUE
       CLASS AND YEAR         SECURITIES(1)   PER UNIT(2)   PER UNIT(3)    PER UNIT(4)
       --------------         -------------   -----------   -----------   --------------
                                                              
UNSECURED LONG-TERM NOTES
  PAYABLE
1991........................  $          0      $    0          $--            N/A
1992........................             0           0           --            N/A
1993........................             0           0           --            N/A
1994........................             0           0           --            N/A
1995........................             0           0           --            N/A
1996........................             0           0           --            N/A
1997........................             0           0           --            N/A
1998........................   180,000,000       2,734           --            N/A
1999........................   419,000,000       2,283           --            N/A
2000........................   544,000,000       2,445           --            N/A
SBA DEBENTURES(5)
1991........................  $ 49,800,000      $3,834          $--            N/A
1992........................    49,800,000       5,789           --            N/A
1993........................    49,800,000       6,013           --            N/A
1994........................    54,800,000       3,695           --            N/A
1995........................    61,300,000       2,868           --            N/A
1996........................    61,300,000       2,485           --            N/A
1997........................    54,300,000       2,215           --            N/A
1998........................    47,650,000       2,734           --            N/A
1999........................    62,650,000       2,283           --            N/A
2000........................    78,350,000       2,445           --            N/A
AUCTION RATE RESET NOTE
1991........................  $          0      $    0          $--            N/A
1992........................             0           0           --            N/A
1993........................             0           0           --            N/A
1994........................             0           0           --            N/A
1995........................             0           0           --            N/A
1996........................             0           0           --            N/A
1997........................             0           0           --            N/A
1998........................             0           0           --            N/A
1999........................             0           0           --            N/A
2000........................    76,598,000       2,445           --            N/A


                                        28
   39



                              TOTAL AMOUNT
                               OUTSTANDING                  INVOLUNTARY
                              EXCLUSIVE OF       ASSET      LIQUIDATING      AVERAGE
                                TREASURY       COVERAGE     PREFERENCE     MARKET VALUE
       CLASS AND YEAR         SECURITIES(1)   PER UNIT(2)   PER UNIT(3)    PER UNIT(4)
       --------------         -------------   -----------   -----------   --------------
                                                              
OVERSEAS PRIVATE INVESTMENT
CORPORATION LOAN
1991........................  $          0      $    0          $--            N/A
1992........................             0           0           --            N/A
1993........................             0           0           --            N/A
1994........................             0           0           --            N/A
1995........................             0           0           --            N/A
1996........................     8,700,000       2,485           --            N/A
1997........................     8,700,000       2,215           --            N/A
1998........................     5,700,000       2,734           --            N/A
1999........................     5,700,000       2,283           --            N/A
2000........................     5,700,000       2,445           --            N/A
REVOLVING LINES OF CREDIT
1991........................  $          0      $    0          $--            N/A
1992........................             0           0           --            N/A
1993........................             0           0           --            N/A
1994........................    32,226,000       3,695           --            N/A
1995........................    20,414,000       2,868           --            N/A
1996........................    45,099,000       2,485           --            N/A
1997........................    38,842,000       2,215           --            N/A
1998........................    95,000,000       2,734           --            N/A
1999........................    82,000,000       2,283           --            N/A
2000........................    82,000,000       2,445           --            N/A
MASTER REPURCHASE AGREEMENT
  AND MASTER LOAN AND
  SECURITY AGREEMENT
1991........................  $          0      $    0          $--            N/A
1992........................             0           0           --            N/A
1993........................             0           0           --            N/A
1994........................    23,210,000       3,695           --            N/A
1995........................             0           0           --            N/A
1996........................    85,775,000       2,485           --            N/A
1997........................   225,821,000       2,215           --            N/A
1998........................     6,000,000       2,734           --            N/A
1999........................    23,500,000       2,283           --            N/A
2000........................             0           0           --            N/A
SENIOR NOTE PAYABLE(6)
1991........................  $          0      $    0          $--            N/A
1992........................    20,000,000       5,789           --            N/A
1993........................    20,000,000       6,013           --            N/A
1994........................    20,000,000       3,695           --            N/A
1995........................    20,000,000       2,868           --            N/A
1996........................    20,000,000       2,485           --            N/A
1997........................    20,000,000       2,215           --            N/A
1998........................             0           0           --            N/A
1999........................             0           0           --            N/A
2000........................             0           0           --            N/A


                                        29
   40



                              TOTAL AMOUNT
                               OUTSTANDING                  INVOLUNTARY
                              EXCLUSIVE OF       ASSET      LIQUIDATING      AVERAGE
                                TREASURY       COVERAGE     PREFERENCE     MARKET VALUE
       CLASS AND YEAR         SECURITIES(1)   PER UNIT(2)   PER UNIT(3)    PER UNIT(4)
       --------------         -------------   -----------   -----------   --------------
                                                              
BONDS PAYABLE
1991........................  $          0      $    0          $--            N/A
1992........................             0           0           --            N/A
1993........................             0           0           --            N/A
1994........................             0           0           --            N/A
1995........................    98,625,000       2,868           --            N/A
1996........................    54,123,000       2,485           --            N/A
1997........................             0           0           --            N/A
1998........................             0           0           --            N/A
1999........................             0           0           --            N/A
2000........................             0           0           --            N/A
REVERSE REPURCHASE AGREEMENTS(7)
1991........................  $  2,761,000      $3,834          $--            N/A
1992........................             0           0           --            N/A
1993........................             0           0           --            N/A
1994........................             0           0           --            N/A
1995........................             0           0           --            N/A
1996........................             0           0           --            N/A
1997........................             0           0           --            N/A
1998........................             0           0           --            N/A
1999........................             0           0           --            N/A
2000........................             0           0           --            N/A
REDEEMABLE CUMULATIVE PREFERRED STOCK(5)
1991........................  $  1,000,000      $  338          $100           N/A
1992........................     1,000,000         526          100            N/A
1993........................     1,000,000         546          100            N/A
1994........................     1,000,000         351          100            N/A
1995........................     1,000,000         277          100            N/A
1996........................     1,000,000         242          100            N/A
1997........................     1,000,000         217          100            N/A
1998........................     1,000,000         267          100            N/A
1999........................     1,000,000         225          100            N/A
2000........................     1,000,000         242          100            N/A
NON-REDEEMABLE CUMULATIVE PREFERRED
  STOCK(5)
1991........................  $  6,000,000      $  338          $100           N/A
1992........................     6,000,000         526          100            N/A
1993........................     6,000,000         546          100            N/A
1994........................     6,000,000         351          100            N/A
1995........................     6,000,000         277          100            N/A
1996........................     6,000,000         242          100            N/A
1997........................     6,000,000         217          100            N/A
1998........................     6,000,000         267          100            N/A
1999........................     6,000,000         225          100            N/A
2000........................     6,000,000         242          100            N/A


                                        30
   41

-------------------------
(1) Total amount of each class of senior securities outstanding at the end of
    the period presented.

(2) The asset coverage ratio for a class of senior securities representing
    indebtedness is calculated as the Company's consolidated total assets, less
    all liabilities and indebtedness not represented by senior securities,
    divided by senior securities representing indebtedness. This asset coverage
    ratio is multiplied by $1,000 to determine the Asset Coverage Per Unit. The
    asset coverage ratio for a class of senior securities that is preferred
    stock is calculated as the Company's consolidated total assets, less all
    liabilities and indebtedness not represented by senior securities, divided
    by senior securities representing indebtedness, plus the involuntary
    liquidation preference of the preferred stock (see footnote 3). The Asset
    Coverage Per Unit for preferred stock is expressed in terms of dollar
    amounts per share.

(3) The amount to which such class of senior security would be entitled upon the
    involuntary liquidation of the issuer in preference to any security junior
    to it.

(4) Not applicable, as senior securities are not registered for public trading.

(5) Issued by the Company's SBIC subsidiary to the SBA. These categories of
    senior securities are not subject to the asset coverage requirements of the
    1940 Act. See "Certain Government Regulations -- SBA Regulations."

(6) The Company was the obligor on $15 million of the senior notes. The
    Company's SBIC subsidiary was the obligor on the remaining $5 million, which
    is not subject to the asset coverage requirements of the 1940 Act.

(7) U.S. government agency guaranteed loans sold under agreements to repurchase.
    The Company was advised by the Staff of the Commission that these reverse
    repurchase agreements were not considered a class of senior security
    representing indebtedness and thus were not subject to the asset coverage
    requirements of the 1940 Act.

                                        31
   42

                                    BUSINESS

     As a business development company, we provide private investment capital to
private companies and undervalued public companies in a variety of different
industries and in diverse geographic locations throughout the United States. We
have been investing in growing businesses for over 40 years and have financed
thousands of private companies nationwide. Today, our investment activity is
focused in two areas:

     - Private finance and

     - Commercial real estate finance, primarily the purchase of CMBS.

     Our investment portfolio consists primarily of long-term unsecured loans
with equity features, commercial mortgage-backed securities, and commercial
mortgage loans. At December 31, 2000, our investment portfolio totaled $1.8
billion. The Company's investment objective is to achieve current income and
capital gains.

PRIVATE FINANCE

     We provide long-term debt and equity financing to private companies
nationwide. Our private finance activities target a market niche between the
senior debt financing provided by traditional lenders, such as banks, commercial
finance companies and insurance companies, and the equity capital provided by
private equity investors.

     Our private financing is generally used to fund growth, buyouts, note
purchases, acquisitions, recapitalizations, and bridge financings. We generally
invest in private companies though, from time to time, we may invest in
undervalued public companies that lack access to public capital and whose
securities may not be marginable. We target two types of companies when seeking
new investments. The first type of company we seek is a market leader in a
stable industry that has demonstrated over many years of operations that it can
successfully achieve its business plan and thereby achieve our investment
objective. The second type of company we seek is an emerging company in a
growing industry that is positioned for significant growth. We have spent over
40 years refining our highly selective investment discipline, which is founded
on seeking portfolio companies having key characteristics and targeting specific
industries.

     We originate investments generally ranging in size from $5 million to $30
million, and for the year ended December 31, 2000 our average investment size
was $14.0 million. Our private finance investments are generally structured as
an unsecured, subordinated loan that carries a relatively high fixed interest
rate (generally 12% to 18%), with interest-only payments in the early years and
payments of both principal and interest in the later years, with maturities of
five to ten years. Approximately 98% of the investments in the private finance
portfolio have fixed rates of interest. Our private finance investments
typically include equity features, such as warrants or options to buy a minority
interest in the portfolio company. We also make preferred and common equity
investments, particularly when we see unique opportunities to profit from the
growth of an emerging company. At December 31, 2000, 75% of the private finance
portfolio consisted of debt securities, and 25% consisted of equity securities.
Our nationwide private finance portfolio includes investments in a wide variety
of industries, including business services, consumer products, education, light
industrial products and broadcasting.

                                        32
   43

     Capital providers for the finance of private companies can be generally
categorized as shown in the diagram below:


                                                                           
CAPITAL PROVIDER       Banks         Commercial    Insurance     Allied        Private       Private
                                     Finance       Companies/    Capital       Mezzanine     Equity
                                     Companies     High Yield                  Funds         Funds
                                                   Market
-----------------------------------------------------------------------------------------------------
PRIMARY                Senior,       Asset-based   Large         Unsecured     Unsecured     Equity
BUSINESS               short- term   lending       >$30 million  long-term     long-term
FOCUS                  debt                        credits       debt with     debt with
                                                                 equity        equity
                                                                 upside        upside
                                                                 Preferred     Preferred
                                                                 and common    and common
                                                                 equity        equity
-----------------------------------------------------------------------------------------------------
TYPICAL PRICING        LIBOR+        [graphic of arrow stretching between 'LIBOR+' and       30%+
SPECTRUM*                            '30%+']


---------------
* Based on market experience of our marketing and investment professionals.

     Banks are primarily focused on providing senior secured and unsecured
short-term debt. They typically do not provide meaningful long-term unsecured
loans. Commercial finance companies are primarily focused on providing senior
secured long-term debt. The private insurance company and high-yield debt
markets are focused primarily on very large financing transactions, typically in
excess of the financings we do. We generally do not compete with banks,
commercial finance companies, or the insurance company/high yield market.
Instead, we compete directly with the private mezzanine sector of the private
equity market. Private mezzanine funds are also focused on providing unsecured
long-term debt to private companies for the types of transactions discussed
above. We believe that we have key structural and operational advantages when
compared to private mezzanine funds.

     Our scale of operations, equity capital base, and successful track record
as a private finance investor has enabled us to borrow long-term capital to
leverage our returns on our common equity. Therefore, our access to debt capital
reduces our total cost of capital. In many cases, a private mezzanine fund is
unable to access the debt capital markets, and therefore must achieve an
unleveraged equity return for their investors. Our lower cost of capital gives
us a pricing advantage when competing for new investments. In addition, the
perpetual nature of our corporate structure enables us to be a better long-term
partner for our portfolio companies than a traditional mezzanine fund, which
typically has a finite life.

     We estimate that we fund approximately 2% of all the private finance
investments that we review. When assessing a prospective investment, we look for
a company that has achieved, or has the potential to achieve, market leadership
in a niche, critical mass, and a sustainable cash flow. We also look for
companies that, because of their industry and business plan, can demonstrate
minimal vulnerability to changes in economic cycles. Since our debt securities
are primarily unsecured in nature, we look for companies in industries that are
non-cyclical, cash flow intensive, and can demonstrate a high return on their
invested capital. We generally do not target companies in industries where
businesses tend to be vulnerable to changes in economic cycles, are capital
intensive, and have low returns on their invested capital. We generally target
and do not target the following industries,

                                        33
   44

though we will consider investments in any industry if the prospective company
demonstrates unique characteristics that make it an attractive investment
opportunity:

                              INDUSTRIES TARGETED
                       NON-CYCLICAL/CASH FLOW INTENSIVE/
                             HIGH RETURN ON CAPITAL
                    ---------------------------------------
    Business services
    Education
    Consumer products
    Light industrial products
    Broadcasting

                            INDUSTRIES NOT TARGETED
                          CYCLICAL/CAPITAL INTENSIVE/
                             LOW RETURN ON CAPITAL
                    ---------------------------------------
         Heavy manufacturing
         Natural resources
         Most retail
         Low value-add distribution
         Agriculture
         Transportation
         Construction

     Another critical element of our investment discipline is to invest in
companies with a significant equity capital base, and a strong private equity
sponsor. For example, in 2000, 75% of our private financings were completed in
conjunction with private equity firms, which provided capital that is junior to
ours. We believe strong equity sponsorship significantly strengthens our
position as a long-term lender. A strong equity sponsor provides not only strong
equity capital beneath our investment, but also provides a reliable source of
additional equity capital if the portfolio company requires additional
financing. Private equity sponsors also help us confirm our own due diligence
findings when assessing a new investment opportunity, and they provide
assistance and leadership to the portfolio company's management team throughout
our investment period.

     We target a total return of 18% to 25% for our private finance investments.
The typical private finance structure focuses, first and foremost, on the
protection of our investment principal. Our debt instruments generally provide
for a contractual interest rate ranging from 12% to 18%, which provides current
interest income. The debt instruments also have restrictive covenants that
protect our interests in the transaction. The warrants we receive with our debt
securities generally require only a minimal cost to exercise, and thus as the
portfolio company appreciates in value, we achieve additional investment return
from this equity interest. We seek to achieve additional investment returns of
up to 10% from the appreciation and sale of our warrants.

     Generally, our warrants expire five years after the related debt is repaid.
The warrants typically include registration rights, which allow us to sell the
securities if the portfolio company completes a public offering. In most cases,
the warrants also have a put option that requires that the borrower repurchase
our equity position after a specified period of time at a formula price or at
its fair market value. Most of the gains we realize from our warrant portfolio
arise as a result of the sale of the portfolio company to another business, or
through a recapitalization. Historically, we have not been dependent on the
public equity markets for the sale of our warrant positions. With respect to
preferred or common equity investments, we target an investment return of 25% to
40%.

     We hold a portion of our private finance investments in a wholly owned
subsidiary, Allied Investment Corporation. Allied Investment is a BDC and is
licensed and regulated by the Small Business Administration to operate as a
small business investment company ("SBIC"). See "Certain Government Regulations"
below for further information about SBIC regulation.

     In addition to funding private finance investments as described above,
during the second quarter of 2000 we made commitments to invest in select
technology-oriented private equity funds. In addition to the return we expect to
achieve from these

                                        34
   45

investments, we believe we can achieve strategic benefits from these funds,
including technology expertise from private finance portfolio companies,
co-investment opportunities and increased dealflow. We may make additional
commitments to other such funds, but expect our total investment in this area to
remain a small percentage of our total portfolio.

COMMERCIAL REAL ESTATE FINANCE

     COMMERCIAL MORTGAGE LOANS.  We have been a commercial real estate lender
for many years, and maintain a small whole commercial mortgage loan portfolio.
During 1998, we significantly reduced our middle-market commercial real estate
lending activities, because we believed that the market was under-pricing
commercial real estate loans, and that the returns on senior commercial real
estate loans were below a level that would result in a fair return on equity for
our shareholders.

     Since 1999, we have been liquidating a significant portion of our whole
commercial mortgage loan portfolio. We believe that we can redeploy the proceeds
into higher yielding investments. We continue to derive income from the interest
charged on the whole commercial mortgage loan portfolio through contractual
interest and amortization of discounts.

     COMMERCIAL MORTGAGE-BACKED SECURITIES.  The same pricing pressures that
caused us to reduce our origination of commercial mortgage loans in 1998 created
significant liquidity problems for many other real estate lenders who had
remained active lenders as pricing declined throughout 1998. In the fourth
quarter of 1998, many of these lenders experienced severe liquidity constraints
that caused them to exit the commercial mortgage-backed securities market. This
liquidity turmoil in the real estate capital markets created a unique
opportunity for us to acquire newly issued, non-investment grade commercial
mortgage-backed securities ("Purchased CMBS") at significant discounts from the
face amount of the bonds and at attractive yields.

     As an investor, we believe that Purchased CMBS has attractive risk/return
characteristics. The Purchased CMBS in which we invest are non-investment grade,
which means that nationally recognized statistical rating organizations rate
them below the top four investment-grade rating categories (i.e., "AAA" through
"BBB"), and are sometimes referred to as "junk bonds." Unlike most "junk bonds,"
which are typically unsecured debt instruments, the non-investment grade
Purchased CMBS in which we invest are secured by mortgage loans with real estate
collateral. Our Purchased CMBS are fully collateralized by senior mortgage loans
on commercial real estate properties where the loans are, on average, supported
by a 30% equity investment. We acquire our Purchased CMBS on the initial
issuance of the CMBS bond offering, and are able to underwrite and negotiate to
purchase the securities at a significant discount from their face amount,
generally resulting in an estimated yield to maturity ranging from 13% to 16%.
Our negotiated discount and estimated yield to maturity assumes a 1% loss rate
on the entire underlying commercial mortgage loan collateral pool, which takes
into consideration certain business and economic uncertainties and
contingencies. We find the yields for Purchased CMBS very attractive given their
collateral protection.

     We believe this risk/return dynamic exists in this market today because
there are significant barriers to entry for a non-investment grade CMBS
investor. First, non-investment grade CMBS are long-term investments and require
long-term investment capital. Our capital structure, which is in excess of 50%
equity capital, is well suited for this asset class. Second, when we purchase
CMBS in an initial issuance, we re-underwrite every mortgage loan in the
underlying collateral pool, and we meet with the issuer to discuss the nature
and type of loans we will accept into the pool. We have significant

                                        35
   46

commercial mortgage loan underwriting expertise, both in terms of the number of
professionals we employ and the depth of their commercial real estate
experience. Access to this type of expertise is another barrier to entry into
this market.

     As a non-investment grade CMBS investor, we recognize that non-investment
grade securities have a higher degree of risk than do investment grade bonds.
Non-investment grade securities are considered speculative, and their capacity
to pay principal and interest in accordance with the terms of their issue is not
ensured. They tend to be less liquid, may have a higher risk of default, and may
be more difficult to value. We invest in non-investment grade CMBS represented
by the "BB" to non-rated tranches of a CMBS issuance. Due to the underlying
structure of the CMBS issuances, our CMBS tranches receive principal payments
only after the securities that are senior to our securities are repaid. Thus, if
losses are incurred in the underlying mortgage loan collateral pool, we would
experience these losses.

     To mitigate this risk, we perform extensive due diligence prior to an
investment in Purchased CMBS. When we evaluate a CMBS investment, we use the
same underwriting procedures and criteria for the mortgage loans in the
collateral pool as we do for all of the loans we originate. These underwriting
procedures and criteria are described in detail below. We will only invest in
CMBS when we believe, as a result of our underwriting procedures, that the
underlying mortgage pool adequately secures our position. Our portfolio of CMBS
is secured by approximately 2,600 commercial real estate properties located in
diverse geographic locations across the United States in a wide variety of
property types, including retail, multi-family housing, office, and hospitality.
See "Management's Discussion and Analysis of Financial Condition and Results of
Operations" for a summary of the loan to value ratios and debt service coverage
ratios of the mortgage loans securing our Purchased CMBS investments.

     Our Purchased CMBS activity complements our private finance activity
because it provides a steady stream of recurring interest income. In order to
maintain a balanced investment portfolio, we expect to limit our Purchased CMBS
activity to approximately 20% to 25% of total assets.

SMALL BUSINESS FINANCE -- ALLIED CAPITAL EXPRESS

     On December 31, 2000, Allied Capital and BLC Financial Services, Inc.
("BLC") completed a merger whereby Allied Capital acquired BLC. The effect of
the merger was to create an independently managed, private portfolio company of
Allied Capital to focus exclusively on small business lending, including the
origination of SBA 7(a) loans. BLC has changed its name to Business Loan
Express, Inc. ("BLX").

     As part of this transaction, on December 28, 2000, we recapitalized our
wholly owned small business lending subsidiary, Allied Capital SBLC Corporation,
as an independently managed private portfolio company. Allied SBLC established a
separate board of directors, and the employees and operations attributed to
Allied Capital Express, including the online loan origination technology, were
transferred to Allied SBLC. We restructured previous intercompany debt owed to
us by Allied SBLC as $74.8 million in subordinated debt now owed by the new
portfolio company. Allied SBLC was subsequently merged into BLX and we received
approximately $25 million in BLX preferred stock in exchange for our equity in
Allied SBLC.

     BLX is currently financed with a combination of senior and subordinated
debt, and preferred and common equity. Allied Capital, directly and indirectly,
owns 94.9% of BLX. Allied Capital's investment in BLX is expected to generate
interest income, dividends and fee income. In addition, we believe there is
opportunity to add value to the new portfolio

                                        36
   47

company and to position the investment for a future capital gain. The Company
has entered into a management contract with BLX to provide management services,
including certain technology and transition services. Our investment in BLX is
included in our private finance portfolio.

     BLX is a non-bank small business lender licensed as a participant in the
SBA 7(a) Guaranteed Loan Program. BLX has a total of 22 offices nationwide, and
SBA Preferred Lender status in 64 markets. BLX believes it will be a technology
leader in online small business loan origination, and will have significant
online loan origination relationships as well as solid core broker relationships
in the small business community. BLX is licensed by the SBA as a Small Business
Lending Company ("SBLC"), and therefore, changes in the laws or regulations that
govern SBLCs could have a material impact on BLX or its operations.

INVESTMENT ADVISORY SERVICES

     We are a registered investment adviser, pursuant to the Investment Advisers
Act of 1940, and have certain investment advisory agreements to manage private
investment funds. The revenue generated from these agreements is not material to
the Company's operations.

LOAN SOURCING

     Over the last two years, we have significantly increased the scope of our
sales and marketing activity by opening new regional offices and increasing our
sales and marketing staff. To source new investment opportunities, we work with
thousands of intermediaries including:

     - private mezzanine and equity investors;

     - investment banks;

     - business and mortgage brokers;

     - national retail financial services companies; and

     - banks, law firms and accountants.

     We believe that our experience and reputation provide a competitive
advantage in originating new investments. We have established an extensive
network of investment referral relationships over our history. We are recognized
as a pioneer in the private finance industry, and have developed a reputation in
the commercial real estate finance market for our ability to finance complex
transactions.

INVESTMENT APPROVAL AND UNDERWRITING PROCEDURES

     In assessing new investment opportunities, we maintain conservative credit
standards based on our underwriting guidelines, a thorough due diligence
process, and a centralized credit approval process requiring committee review,
all of which are described below. The combination of conservative underwriting
standards and our credit-oriented culture has resulted in a record of minimal
realized losses.

     PRIVATE FINANCE.  We generally require that the companies in which we
invest demonstrate strong market position, sales growth, positive cash flow, and
profitability, as discussed above. We emphasize the quality of management, and
seek experienced entrepreneurs with a management track record, relevant industry
experience and a significant equity stake in the business. In a typical private
financing, we thoroughly review, analyze and substantiate, through due
diligence, the business plan and operations of the potential portfolio company.
We perform financial due diligence, often with assistance of

                                        37
   48

an accounting firm; perform operational due diligence, often with the assistance
of an industry consultant; study the industry and competitive landscape; and
conduct numerous reference checks with current and former employees, customers,
suppliers and competitors. The typical private finance transaction requires two
to three months of diligence and structuring before funding occurs.

     Private finance transactions are approved by an investment committee
consisting of our most senior private finance professionals and chaired by our
Chairman and Chief Executive Officer. The private finance approval process
benefits from the experience of the investment committee members and from the
experience of our other investment professionals who together with the committee
members, on average, have over eleven years of professional experience. For
every transaction of $10 million or greater, we also require approval from the
Executive Committee of the Board of Directors in addition to the investment
committee approval. Even after all such approvals are received, due diligence
must be successfully completed with final investment committee approval before
funds are disbursed to a new portfolio company.

     PURCHASED CMBS.  We receive extensive packages of information regarding the
mortgage loans comprising a CMBS pool. We work with the issuer, the investment
bank, and the rating agencies in performing our diligence on a CMBS purchase.
The typical CMBS purchase takes between two to three months to complete because
of the breadth and depth of our diligence procedures. We re-underwrite all of
the underlying commercial mortgage loans securing the CMBS. We challenge the
estimate of underwriteable cash flow and challenge necessary carve-outs, such as
replacement reserves. We study the trends of the industry and geographic
location of each property, and independently assess our own estimate of the
anticipated cash flow over the period of the loan. Our loan officers physically
inspect most of the collateral properties, and assess appraised values based on
our own opinion of comparable market values.

     Based on the findings of our diligence procedures, we may reject certain
mortgage loans from inclusion in the pool. We then formulate our negotiated
purchase price and discount to achieve an effective yield on our investment over
a ten-year period to approximate 13% to 16%. In computing this estimated yield,
we assume a 1% loss rate on the entire underlying mortgage pool.

     CMBS transactions are approved by an investment committee and, because of
their size, every CMBS transaction is reviewed and approved by the Executive
Committee of the Board of Directors. The investment committee for CMBS
transactions consists of our most senior commercial real estate professionals
and is chaired by our Chairman and Chief Executive Officer.

PORTFOLIO MANAGEMENT

     PORTFOLIO DIVERSITY.  We monitor the portfolio to maintain both industry
and geographic diversity. We currently do not have a policy with respect to
"concentrating" (i.e., investing 25% or more of our total assets) in any
industry or group of industries and currently our portfolio is not concentrated.
We may or may not concentrate in any industry or group of industries in the
future.

     LOAN SERVICING.  Our loan servicing staff is responsible for routine loan
servicing, which includes:

     - delinquency monitoring;

     - payment processing;

                                        38
   49

     - borrower inquiries;

     - escrow analysis and processing;

     - third-party reporting; and

     - insurance and tax administration.

     In addition, our staff is responsible for special servicing activities
including delinquency monitoring and collection, workout administration and
management of foreclosed assets.

PORTFOLIO MONITORING AND VALUATION

     We use a grading system in order to help us monitor the credit quality of
our portfolio and the potential for capital gains. The grading system assigns
grades to investments from 1 to 5, and the portfolio was graded at December 31,
2000 as follows:



                                                                                PERCENTAGE
                                                                PORTFOLIO AT     OF TOTAL
GRADE                        DESCRIPTION                            VALUE       PORTFOLIO
-----                        -----------                        -------------   ----------
                                                                (IN MILLIONS)
                                                                       
  1     Probable capital gain                                     $  208.3         11.7%
  2     Performing security                                        1,461.7         81.7%
        Close monitoring -- no loss of principal or interest
  3     expected                                                      15.4          0.9%
  4     Workout -- Some loss of interest expected                     76.0          4.2%
  5     Workout -- Some loss of principal expected                    26.6          1.5%
                                                                  --------        ------
                                                                  $1,788.0        100.0%
                                                                  ========        ======


     The 1940 Act requires that the Board of Directors value each asset in the
portfolio on a quarterly basis. We are not permitted to have a general loan loss
reserve, but instead must value each specific investment. We have a written
valuation policy that governs the valuation of our assets, and we follow a
consistent valuation process quarterly. In valuing each individual investment,
we consider the financial performance of each portfolio company, loan payment
histories, indications of potential equity realization events, current
collateral values and determine whether the value of the asset should be
increased through unrealized appreciation or decreased through unrealized
depreciation. After each investment professional has made his or her
determination of value, members of senior management review the valuations.
These valuations are then presented to the board of directors for review and
approval.

     As a general rule, we do not value our loans above principal balance, but
loans are subject to depreciation events when the asset is considered impaired.
Also as a general rule, equity securities may be assigned appreciation if
circumstances warrant. With respect to private equity securities, each
investment is valued using industry valuation benchmarks, and then the value is
assigned a discount reflecting the illiquid nature of the investments as well as
our minority, non-control position. When an external event such as a purchase
transaction, public offering, or subsequent equity sale occurs, the pricing
indicated by the external event is used to corroborate our private equity
valuation. Equity securities in public companies that carry certain restrictions
on sale are generally valued at a discount from the public market value of the
securities. Restricted and unrestricted publicly traded stocks may also be
valued at discounts due to the size of our investment, restrictions on trading
or market liquidity concerns.

     We monitor loan delinquencies in order to assess the appropriate course of
action and overall portfolio quality. With respect to our private finance
portfolio, investment

                                        39
   50

professionals closely monitor the status and performance of each individual
investment throughout each quarter. Through the process, investments that may
require closer monitoring are generally detected early, and for each such
investment, an appropriate course of action is determined. For the private
finance portfolio, loan delinquencies or payment default is not necessarily an
indication of credit quality or the need to pursue active workout of a portfolio
investment. Because we are a provider of long-term privately negotiated
investment capital, it is not atypical for us to defer payment of principal or
interest from time to time. As a result, the amount of our private finance
portfolio that is delinquent may vary. The terms of our private finance
agreements frequently provide an opportunity for our portfolio companies to
restructure their debt and equity capital. During such restructuring, we may not
receive or accrue interest or dividend payments. Our senior investment
professionals actively work with the portfolio company in these instances to
negotiate an appropriate course of action.

     We price our private finance investment portfolio to provide adequate
current returns for our shareholders assuming that a portion of the portfolio at
any time may not be accruing interest currently. We also price our investments
for a total return including current interest or dividends plus capital gains
from sale of equity securities. Therefore, the amount of loans that are
delinquent is not necessarily an indication of future principal loss or loss of
anticipated investment return. The Company's portfolio grading system is used as
a means to assess loss of investment return (Grade 4 assets) or loss of
investment principal (Grade 5 assets).

     With respect to our commercial real estate portfolio, the following
outlines the treatment of each delinquency category:

30 Days Past Due           Our loan servicing staff monitors loans and contacts
                           borrowers for collection.

60 Days Past Due           We generally transfer loans to professionals
                           responsible for special servicing activity for
                           monitoring, collection and development of a workout
                           plan, if necessary.

90 Days Past Due           Our accounting department reviews loans in
                           conjunction with the professional responsible for
                           special servicing to determine whether the loans
                           should be placed on a non-accrual status or whether a
                           valuation adjustment is required.

120 Days Past Due          Generally, we place such loans on non-accrual status
                           and the loan is an active workout.

INVESTMENT GAINS AND LOSSES

     As an investor focused primarily on debt investments, our investment
decisions are based on credit dynamics. Our underwriting focuses on the
preservation of principal, and we will pursue our available means to recover our
capital investment. As a result of this investment discipline and credit
culture, we have a history of low levels of loan losses, and have a demonstrated
track record of successfully resolving troubled credit situations with

                                        40
   51

minimal losses. Our realized gains from the sale of our equity interests have
historically exceeded losses, as is reflected in the chart below.



                                                       YEAR ENDED DECEMBER 31,
                                       --------------------------------------------------------
                                          2000         1999        1998       1997       1996
                                       ----------   ----------   --------   --------   --------
                                                                        
Realized gains.......................  $   28,604   $   31,536   $ 25,757   $ 15,804   $ 30,417
Realized losses......................  $  (13,081)  $   (6,145)  $ (3,216)  $ (5,100)  $(11,262)
Net realized gains...................  $   15,523   $   25,391   $ 22,541   $ 10,704   $ 19,155
Total assets.........................  $1,853,817   $1,290,038   $856,079   $807,775   $713,360
Realized losses/ Total assets........        0.7%         0.5%       0.4%       0.6%       1.6%


EMPLOYEES

     At December 31, 2000, we employed 97 individuals including investment and
portfolio management professionals, operations professionals and administrative
staff. The majority of these individuals are located in the Washington, DC
office. As part of the BLC merger, 37 Allied Capital employees were transferred
to BLX as full-time employees of the new portfolio company. We believe that our
relations with our employees are excellent.

LEGAL PROCEEDINGS

     We are a party to certain lawsuits in the normal course of our business.
While the outcome of these legal proceedings cannot at this time be predicted
with certainty, we do not expect that these proceedings will have a material
effect upon our financial condition or results of operations.

                                        41
   52

                              PORTFOLIO COMPANIES

     The following is a listing of our portfolio companies in which we had an
equity investment at December 31, 2000. We make available significant managerial
assistance to our portfolio companies. Other than loans to the portfolio
company, our only relationship with each portfolio company is our investment.
For information relating to the amount and general terms of our loans to
portfolio companies, see the Consolidated Statement of Investments at December
31, 2000 at pages F-5 to F-12.



                                                                                          PERCENTAGE
        NAME AND ADDRESS                NATURE OF ITS           TITLE OF SECURITIES        OF CLASS
      OF PORTFOLIO COMPANY           PRINCIPAL BUSINESS         HELD BY THE COMPANY         HELD(1)
      --------------------           ------------------         -------------------      -------------
                                                                                
Acme Paging, L.P. ..............  Paging Services             Limited Partnership             1.8%
  1336 Basswood, Suite F                                      Interests
  Schaumburg, IL 60173
Allied Office Products, Inc. ...  Office Products             Warrants to Purchase            4.9%
  75 Route 17 South               Retailer                    Common Stock
  Hasbrouck Heights, NJ 07604
American Barbecue & Grill,
  Inc. .........................  Restaurant Chain            Warrants to Purchase           17.3%
  7300 W. 110th Street, Suite
    570                                                       Common Stock
  Overland Park, KS 66210
American Homecare Supply, LLC...  Home Medical                Warrants to                     2.1%
  One First Avenue                Equipment                   Purchase Class A
  Suite 100                       Provider                    Common Units
  Conshohocken, PA 19428
Aspen Pet Products, Inc. .......  Pet Product                 Series A Preferred             40.8%
  11701 East 53rd Ave.            Provider                    Stock
  Denver, CO 80239                                            Common Stock                    4.7%
ASW Holding Corporation.........  Steel Wool Manufacturer     Warrants to Purchase            5.0%
  2825 W. 31st Street                                         Common Stock
  Chicago, IL 60623
Aurora Communications, LLC......  Radio Stations              Redeemable Preferred            3.2%
  3 Stamford Landing, Suite 210                               Equity Interest
  46 Southfield Avenue
  Stamford, CT 06902
Avborne, Inc. ..................  Aviation Services           Warrants to Purchase            3.5%
  c/o Trivest, Inc.               Company                     Common Stock
  2665 S. Bayshore Dr., Suite
    800
  Miami, FL 33133-5462
Border Foods, Inc. .............  Mexican Ingredient &        Series A Convertible            9.4%
  J Street Deming                 Food Product                Preferred Stock
  Industrial Park                 Manufacturer                Warrants to Purchase            6.2%
  Deming, NM 88030                                            Common Stock
Business Loan Express, Inc. ....  Small Business Lender       Preferred Stock               100.0%
  645 Madison Ave.                                            Common Stock                   94.9%
  19th Floor
  New York, NY 10022
Camden Partners Strategic Fund
  II, L.P. (formerly
  Cahill-Warnock Strategic
  Partners Fund II, L.P.).......  Private Equity Fund         Limited Partnership             4.2%
  One South Street                                            Interest
  Suite 2150
  Baltimore, MD 21202
CampGroup, LLC..................  Recreational Camp           Warrants to Purchase            2.6%
  4 New King Street               Operator                    Common Stock
  White Plains, NY 10604
Candlewood Hotel Company........  Extended Stay               Series A Convertible            5.0%
  9342 East Central               Facilities                  Preferred Stock
  Wichita, KS 67206
Celebrities, Inc. ..............  Radio Stations              Warrants to Purchase           25.0%
  408-412 W. Oakland Park                                     Common Stock
    Boulevard
  Ft. Lauderdale, FL 33311-1712


                                        42
   53



                                                                                          PERCENTAGE
        NAME AND ADDRESS                NATURE OF ITS           TITLE OF SECURITIES        OF CLASS
      OF PORTFOLIO COMPANY           PRINCIPAL BUSINESS         HELD BY THE COMPANY         HELD(1)
      --------------------           ------------------         -------------------      -------------
                                                                                
Colibri Holding Corporation.....  Outdoor Living Product      Common Stock                    3.4%
  2201 S. Walbash Street          Retailer                    Warrants to Purchase            2.0%
  Denver, CO 80231                                            Common Stock
Component Hardware Group,
  Inc. .........................  Designer & Developer        Preferred Stock                 9.1%
  1890 Swarthmore Ave.            of Hardware                 Common Stock                    8.2%
  P.O. Box 2020                   Components
  Lakewood, NJ 08701
Convenience Corporation of
  America.......................  Convenience Store Chain     Series A Preferred Stock       10.0%
  711 N. 108th Court                                          Warrants to Purchase            4.0%
  Omaha, NE 68154                                             Senior Preferred Stock
Cooper Natural Resources,
  Inc. .........................  Sodium Sulfate Producer     Warrants to Purchase           25.2%
  P.O. Box 1477                                               Common Stock
  Seagraves, TX 79360
CorrFlex Graphics, LLC..........  Packaging Manufacturer      Warrants to Purchase            4.8%
  P.O. Box 1337                                               Common Stock
  Monroe, NC 28110                                            Options to Purchase             1.0%
                                                              Common Stock
Cosmetic Manufacturing..........  Cosmetic Manufacturer       Options to Purchase            22.5%
  Resources, LLC                                              Shares
  11312 Penrose Street
  Sun Valley, CA 91352
Coverall North America, Inc.....  Commercial Cleaning         Warrants to Purchase           15.0%
  500 West Cypress Creek Rd.      Service                     Common Stock
  Ste. 580
  Ft. Lauderdale, FL 33309
Csabai Canning Factory Rt. .....  Food Processing             Hungarian Quotas                9.2%
  5600 Bekescasba
  Bekis: vt 52-54 Hungary
CyberRep.coM....................  Operator of Call Service    Warrants to Purchase           22.5%
                                  Centers
  8300 Greensboro Drive, 6th
    Floor                                                     Common Stock
  McLean, VA 22102
Directory Investment
  Corporation...................  Telephone Directories       Common Stock                   50.0%
  1919 Pennsylvania Avenue, N.W.
  Washington, DC 20006
Directory Lending Corporation...  Telephone Directories       Common Stock                   50.0%
  1919 Pennsylvania Avenue, N.W.
  Washington, DC 20006
Drilltec Patents & Technologies
  Company, Inc..................  Drill Pipe Packager         Warrants to Purchase           15.0%
  10875 Kempwood Drive, Suite 2                               Common Stock
  Houston, TX 77043
eCentury Capital Partners,
  L.P...........................  Private Equity Fund         Limited Partnership            44.8%
  1101 Connecticut Ave, NW                                    Interest
  7th Floor
  Washington, DC 20036
EDM Consulting, LLC.............  Environmental               Common Stock                   25.0%
  14 Macopin Avenue               Consulting
  Montclair, NJ 07043
Elexis Beta GmbH................  Distance Measurement        Options to Purchase             9.8%
  Ulmenstrabe 22                  Device                      Shares
  60325 Frankfurt am Main         Manufacturer
  Germany
Esquire Communications Ltd. ....  Court Reporting             Warrants to Purchase            3.0%
  216 E. 45th Street, 8th floor   Services                    Common Stock
  New York, NY 10017
E-Talk Corporation..............  Telecommunications          Warrants to Purchase            5.5%
  4425 Cambridge Road             Software Provider           Common Stock
  Fort Worth, TX 76155-2692
ExTerra Credit Recovery,
  Inc. .........................  Consumer Finance            Preferred Stock                 0.9%
  35 Lennon Lane, Suite 200                                   Common Stock                    0.7%
  Walnut Creek, CA 94598                                      Warrants to Purchase            0.7%
                                                              Common Stock


                                        43
   54



                                                                                          PERCENTAGE
        NAME AND ADDRESS                NATURE OF ITS           TITLE OF SECURITIES        OF CLASS
      OF PORTFOLIO COMPANY           PRINCIPAL BUSINESS         HELD BY THE COMPANY         HELD(1)
      --------------------           ------------------         -------------------      -------------
                                                                                
Executive Greetings, Inc. ......  Personalized Business       Warrants to Purchase            1.5%
  120 Industrial Park Access
    Road                          Products                    Common Stock
  New Hartford, CT 06057
Fairchild Industrial Products
  Company.......................  Industrial Controls         Warrants to Purchase           20.0%
  3920 Westpoint Boulevard        Manufacturer                Common Stock
  Winston-Salem, NC 27013
FTI Consulting, Inc. ...........  Litigation Support          Warrants to Purchase            4.4%
  2021 Research Drive             Services                    Common Stock
  Annapolis, MD 21401
Galaxy American Communications,
  LLC...........................  Cable Television            Warrants to Purchase            6.0%
  1220 N. Main Street             Operator                    Common Stock
  Sikeston, MO 63801
Garden Ridge Corporation........  Home Decor Retailer         Series A Preferred Stock        2.6%
  650 Madison Avenue                                          Common Stock                    4.7%
  New York, NY 10022
Gibson Guitar Corporation ......  Guitar Manufacturer         Warrants to Purchase            3.0%
  1818 Elm Hill Pike                                          Common Stock
  Nashville, TN 37210
Ginsey Industries, Inc. ........  Bathroom Accessories        Convertible Debentures          7.0%
  281 Benigno Boulevard           Manufacturer                Warrants to Purchase           16.0%
  Bellmawr, NJ 08031                                          Common Stock
Global Communications I, LLC....  Communications and          Preferred Equity               59.3%
  201 East 69th Street            Media Businesses            Interest
  New York, NY 10021                                          Options for Common             59.3%
                                                              Membership Interest
Grant Broadcasting Systems II...  Television Stations         Warrants to Purchase           25.0%
  919 Middle River Drive,                                     Common Stock
  Suite 409                                                   Warrants to Purchase           25.0%
  Ft. Lauderdale, FL 33304                                    Common Stock in
                                                              Affiliate Company
Grant Television, Inc. .........  Television Stations         Equity Interest                20.0%
(See Grant Broadcasting System
  II)
Grotech Partners VI, LP.........  Private Equity Fund         Limited Partnership             3.1%
  c/o Gntech Capital Group                                    Interest
  9690 Deereco Road
  Suite 800
  Timonium, MD 21093
Hartz Mountain Corporation......  Pet Supply                  Common Stock                    2.0%
  400 Plaza Drive                 Manufacturer                Warrants to Purchase            3.5%
  Secaucus, NJ 07094                                          Common Stock
HealthASPex, Inc................  Third Party                 Common Stock                   24.0%
  2812 Trinity Square Drive       Administrator               Class A Preferred              70.0%
  Carrollton, TX 75006                                        Stock
HMT, Inc. ......................  Storage Tank                Common Stock                   27.3%
  1422 FM 1960 W.                 Maintenance &               Warrants to Purchase           10.0%
  Suite 350                       Repair                      Common Stock
  Houston, TX 77068
Hotelevision, Inc. .............  Hotel Cable-TV              Series 3                       16.2%
  599 Lexington Avenue            Network                     Preferred Stock
  Suite 2300
  New York, NY 10022
Icon International, Inc. .......  Corporate Barter            Series A Preferred Stock        3.5%
  281 Tressor Boulevard           Services                    Series B Preferred Stock        3.5%
  8th Floor
  Stamford, CT 06901
Impact Innovations Group........  Information Technology      Warrants to Purchase            4.0%
  5825 Glenridge Drive            Services Provider           Common Stock
  Building II, Suite 107
  Atlanta, GA 30328


                                        44
   55



                                                                                          PERCENTAGE
        NAME AND ADDRESS                NATURE OF ITS           TITLE OF SECURITIES        OF CLASS
      OF PORTFOLIO COMPANY           PRINCIPAL BUSINESS         HELD BY THE COMPANY         HELD(1)
      --------------------           ------------------         -------------------      -------------
                                                                                
International Fiber
  Corporation...................  Cellulose and Fiber         Common Stock                   11.0%
  50 Bridge Street                Producer                    Warrants to Purchase            2.9%
  North Tonawanda, NY 14120                                   Common Stock
iSolve Incorporated.............  Corporate Barter Services   Series A                        2.9%
  281 Tresser Boulevard                                       Preferred Stock
  Two Stamford Plaza                                          Common Stock                    1.1%
  Stamford, CT 06901
JRI Industries, Inc. ...........  Machinery Manufacturer      Warrants to Purchase            7.5%
  2958 East Division                                          Common Stock
  Springfield, MO 65803
Julius Koch USA, Inc. ..........  Cord Manufacturer           Warrants to Purchase           45.0%
  387 Church Street                                           Common Stock
  New Bedford, MA 02745
Kirker Enterprises, Inc. .......  Nail Enamel                 Warrants to Purchase           22.5%
  55 East 6th Street              Manufacturer                Common Stock
  Paterson, NJ 07524                                          Equity Interest in              5.0%
                                                              Affiliate Company
Kirkland's, Inc. ...............  Home Furnishing             Series D Preferred Stock        3.3%
  P.O. Box 7222                   Retailer                    Warrants to Purchase            4.2%
  Jackson, TN 38308-7222                                      Common Stock
Kyrus Corporation...............  Value-Added Reseller,       Warrants to Purchase            8.0%
  25 Westridge Market Place       Computer Systems            Common Stock
  Chandler, NC 28715
Liberty-Pittsburgh Systems,
  Inc. .........................  Business Forms Printing     Common Stock                   21.2%
  265 Executive Drive
  Plainview, NY 11803
Logic Bay Corporation...........  Computer-Based              Series C Redeemable            29.4%
  7900 International Drive        Training Developer          Preferred Stock
  Suite 750
  Minneapolis, MN 55425
Love Funding Corporation........  Mortgage Services           Series D Preferred Stock       26.0%
  1220 19th Street, NW, Suite
    801
  Washington, DC 20036
Master Plan, Inc. ..............  Healthcare Outsourcing      Common Stock                   13.6%
  21540 Plummer Street
  Chatsworth, CA 91311
MedAssets.com, Inc. ............  Healthcare Outsourcing      Series B Convertible            8.5%
  21540 Plummer Street                                        Preferred Stock
  Chatsworth, CA 91311                                        Warrants to Purchase            5.3%
                                                              Preferred Stock
Mid-Atlantic Venture Fund IV,
  L.P...........................  Private Equity Fund         Limited Partnership             9.7%
  128 Goodman Drive                                           Interest
  Bethlehem, PA 18015
Midview Associates, L.P. .......  Residential Land            Warrants to purchase           35.0%
  2 Eaton Street, Suite 1101      Development                 partnership interests
  Hampton, VA 23669
Monitoring Solutions, Inc. .....  Air Emissions               Common Stock                   25.0%
  4303 South High School Road     Monitoring                  Warrants to Purchase           50.0%
  Indianapolis, IN 46241                                      Common Stock
MortgageRamp.com, Inc. .........  Internet Based              Class A Common                  8.0%
  116 Welsh Road                  Loan Originator             Stock
  Horsham, PA 19044
Morton Grove Pharmaceuticals,
  Inc...........................  Generic Drug                Redeemable Convertible         27.8%
  6451 West Main Street           Manufacturer                Preferred Stock
  Morton Grove, IL 60053
MVL Group, Inc..................  Market Research             Warrants to Purchase            8.0%
  1061 E. Indiantown Road         Service                     Common Stock
  Suite 300
  Jupiter, FL 33477


                                        45
   56



                                                                                          PERCENTAGE
        NAME AND ADDRESS                NATURE OF ITS           TITLE OF SECURITIES        OF CLASS
      OF PORTFOLIO COMPANY           PRINCIPAL BUSINESS         HELD BY THE COMPANY         HELD(1)
      --------------------           ------------------         -------------------      -------------
                                                                                
Nobel Learning Communities,
  Inc. .........................  Educational Services        Series D Convertible          100.0%
  1400 N. Providence Road,                                    Preferred Stock
  Suite 3055                                                  Warrants to Purchase           13.1%
  Media, PA 19063                                             Common Stock
North American Archery, LLC.....  Sporting Equipment          Convertible Debentures         26.9%
  1733 Gunn Highway               Manufacturer
  Odessa, FL 33556
Nursefinders, Inc. .............  Home Healthcare             Warrants to Purchase            3.4%
  1200 Copeland Road, Suite 200   Providers                   Common Stock
  Arlington, TX 76011
Onyx Television Gmbh............  Cable Television            Preferred Units                12.0%
  Immedia Park 6b
  50670 Koln
  Germany
Opinion Research Corporation....  Corporate Marketing         Warrants to Purchase            5.5%
  P.O. Box 183                    Research Firm               Common Stock
  Princeton, NJ 08542
Oriental Trading Company,
  Inc...........................  Direct Marketer             Redeemable Preferred            1.7%
  108th Street, 4206 South        of Toys                     Stock
  Omaha, Nebraska 68137                                       Class A Common Stock            1.7%
                                                              Warrants to Purchase            1.4%
                                                              Common Stock
Outsource Partners, Inc. .......  Outsourced Facility         Warrants to Purchase            4.0%
  200 Mansell Court East          Services Provider           Common Stock
  Suite 500                                                   Warrants to Purchase            4.0%
  Roswell, GA 30076                                           Preferred Stock
Packaging Advantage
  Corporation...................  Personal Care,              Common Stock                    9.9%
  4633 Downey Road                Household and               Warrants to Purchase            5.5%
  Los Angeles, CA 90058           Disinfectant Product        Common Stock
                                  Packager
PF.Net Communications, Inc. ....  Fiber Optic Network         Warrants to Purchase            0.6%
  677 Washington Blvd.                                        Common Stock
  Stamford, CT 06912
Physicians Specialty
  Corporation...................  Physician Management        Redeemable Preferred            3.1%
  1150 Lake Hearn Drive           Services Provider           Stock
  Atlanta, GA 30342                                           Convertible Preferred           3.0%
                                                              Stock
                                                              Warrants to Purchase            1.9%
                                                              Common Stock
Pico Products, Inc. ............  Satellite/Television        Common Stock                    5.0%
  12500 Foothill Boulevard        Component                   Warrants to Purchase           15.0%
  Lakeview Terr., CA 91342        Manufacturer                Common Stock
Polaris Pool Systems, Inc. .....  Pool Cleaner                Warrants to Purchase            2.1%
  P.O. Box 1149                   Manufacturer                Common Stock
  San Marcos, CA 92079-1149
Professional Paint, Inc.........  Paint Manufacturer          Common Stock                   11.0%
  3900 Joliet Street                                          Series A-1 Senior             100.0%
  Denver, CO 80239                                            Exchangeable Preferred
                                                              Stock
Progressive International
  Corporation ..................  Retail Kitchenware          Common Stock                    0.0%
  6111 S. 228th Street                                        Redeemable Preferred           12.5%
  P.O. Box 97045                                              Stock
  Kent, WA 98064                                              Warrants to Purchase            6.2%
                                                              Common Stock
Schwinn Holdings Corporation....  Bicycle Manufacturer/       Warrants to Purchase            0.7%
  1690 38th Street                Distributor                 Common Stock
  Boulder, CO 80301
Seasonal Expressions, Inc.......  Decorative Ribbon           Series A Preferred Stock       50.0%
  230 5th Avenue, Suite 1007      Manufacturer
  New York, NY 10001


                                        46
   57



                                                                                          PERCENTAGE
        NAME AND ADDRESS                NATURE OF ITS           TITLE OF SECURITIES        OF CLASS
      OF PORTFOLIO COMPANY           PRINCIPAL BUSINESS         HELD BY THE COMPANY         HELD(1)
      --------------------           ------------------         -------------------      -------------
                                                                                
Soff-Cut Holdings, Inc..........  Concrete Sawing             Common Stock                    2.7%
  1112 Olympic Drive              Equipment Manufacturer      Series A Preferred Stock        4.0%
  Corona, CA 91719                                            Warrants to Purchase            6.7%
                                                              Common Stock
Southern Communications, LLC....  Communications              Equity Interest                85.0%
  1919 Pennsylvania Ave., NW      Towers
  Washington, D.C. 20006
Spa Lending Corporation.........  Health Spas                 Series A Preferred Stock      100.0%
  1919 Pennsylvania Avenue, N.W.                              Series B Preferred Stock       68.4%
  Washington, DC 20006                                        Series C Preferred Stock       46.3%
                                                              Common Stock                   62.1%
Staffing Partners Holding
  Company, Inc. ................  Temporary Employee          Redeemable Preferred           48.3%
  104 Church Lane #100            Services                    Stock
  Baltimore, MD 21208                                         Class A-1 Common               50.0%
                                                              Stock
                                                              Class A-2 Common               24.4%
                                                              Stock
                                                              Class B Common                 24.0%
                                                              Stock
Startec Global Communications
  Corporation...................  Integrated                  Common Stock                    1.3%
  10411 Motor City Drive          Communications              Warrants to                     0.9%
  Bethesda, MD 20852              Service Provider            Purchase Common Stock
Sunsource Inc. .................  Wholesale Machinery and     Warrants to Purchase            4.0%
  One Logan Square                Supplies                    Common Stock
  Philadelphia, PA 19013
Sure-Tel, Inc. .................  Telephone Services          Series A Convertible           41.7%
  5 North McCormick               Company                     Redeemable Preferred
  Oklahoma City, OK 73127                                     Stock
                                                              Warrants to Purchase            9.6%
                                                              Common Stock
Total Foam, Inc. ...............  Packaging Systems           Common Stock                   49.0%
  P.O. Box 688
  Ridgefield, CT 06877
Tubbs Snowshoe Company, LLC. ...  Snowshoe Manufacturer       Warrants to Purchase            7.7%
  52 River Road                                               Common Units
  Stowe, VT 05672                                             Common Units of                10.9%
                                                              Affiliate Company
United Pet Group, Inc. .........  Manufacturer of Pet         Warrants to Purchase            0.8%
  125 High Street                 Products                    Common Stock
  Boston, MA 02110
Venturehouse Group, LLC.........  Private Equity Fund         Common Equity Interest          1.5%
  1780 Tysons Blvd., Suite 400
  McLean, VA 22102
Walker Investment Fund II,
  LLLP..........................  Private Equity Fund         Limited Partnership             5.1%
  3060 Washington Road                                        Interest
  Suite 200
  Glenwood, MD 21738
Warn Industries, Inc. ..........  Sport Utility Accessories   Warrants to Purchase            4.3%
  12900 S.E. Capps Rd.            Manufacturer                Common Stock
  Clackamas, OR 97015
Williams Brothers Lumber
  Company.......................  Builders' Supplies          Warrants to Purchase           14.1%
  3165 Pleasant Hill Road                                     Common Stock
  Duluth, GA 30136
Wilmar Industries, Inc. ........  Repair and Maintenance      Warrants to Purchase            3.0%
  303 Harper Drive                Product Distributor         Common Stock
  Moorestown, NJ 08057


                                        47
   58



                                                                                          PERCENTAGE
        NAME AND ADDRESS                NATURE OF ITS           TITLE OF SECURITIES        OF CLASS
      OF PORTFOLIO COMPANY           PRINCIPAL BUSINESS         HELD BY THE COMPANY         HELD(1)
      --------------------           ------------------         -------------------      -------------
                                                                                
Wilshire Restaurant Group,
  Inc. .........................  Restaurant Chain            Warrants to Purchase            3.0%
  1100 Town & Country Road                                    Common Stock
  Suite 1300
  Orange, CA 92868-4654
Woodstream Corporation..........  Pest Control                Equity Interest                13.8%
  69 North Locust Street          Manufacturer                Warrants to Purchase            7.2%
  Lititz, PA 17543                                            Common Stock
Wyo-Tech Acquisition
  Corporation...................  Vocational School           Common Stock                   99.0%
  4373 N. 3rd Street                                          Preferred Stock               100.0%
  Laramie, WY 82072


---------------
(1) Percentages shown for warrants and options held represent the percentage of
    class of security we may own, on a fully diluted basis, assuming we exercise
    our warrants or options.

                          DETERMINATION OF NET ASSET VALUE

     We determine the net asset value per share of our common stock quarterly.
The net asset value per share is equal to the value of our total assets minus
liabilities and preferred stock divided by the total number of common shares
outstanding.

     Portfolio assets are carried at fair value as determined by the board of
directors under our valuation policy. As a general rule, we do not value the
Company's loans above cost, but loans are subject to depreciation events when
the asset is considered impaired. Also as a general rule, equity securities may
be assigned appreciation if circumstances warrant. With respect to private
equity securities, each investment is valued using industry valuation
benchmarks, and then the value is assigned a discount reflecting the illiquid
nature of the investment as well as our minority, non-control position. When an
external event such as a purchase transaction, public offering, or subsequent
equity sale occurs, the pricing indicated by the external event is used to
corroborate our private equity valuation. Equity securities in public companies
that carry certain restrictions on sale are generally valued at a discount from
the public market value of the securities. Restricted and unrestricted publicly
traded stocks may also be valued at discounts, due to the size of our investment
or market liquidity concerns.

     Determination of fair value involves subjective judgments that cannot be
substantiated by auditing procedures. Accordingly, under current standards, the
accountants' opinion on the Company's financial statements in our annual report
refers to the uncertainty with respect to the possible effect on the financial
statements of such valuation.

                                        48
   59

                                   MANAGEMENT

     The Board of Directors supervises the management of our Company. The
responsibilities of each director include, among other things, the oversight of
the loan approval process, the quarterly valuation of our assets, and oversight
of our financing arrangements. The board of directors maintains an Executive
Committee, Audit Committee, Compensation Committee, and Nominating Committee,
and may establish additional committees in the future. All of the Company's
directors also serve as directors of its subsidiaries.

     Our investment decisions in each business area are made by investment
committees comprised of the Company's most senior investment professionals. No
one person is primarily responsible for making recommendations to a committee.

     The Company is internally managed and our investment professionals manage
our portfolio and the portfolios of companies for which we serve as investment
adviser. These investment professionals have extensive experience in managing
investments in private growing businesses in a variety of industries and in
diverse geographic locations, and are familiar with our approach of lending and
investing. Because the Company is internally managed, we pay no investment
advisory fees, but instead we pay the operating costs associated with employing
investment management professionals.

STRUCTURE OF BOARD OF DIRECTORS

     The Company's Board of Directors is classified into three approximately
equal classes with three-year terms, with only one of the three classes expiring
each year. Directors serve until their successors are elected and qualified.

DIRECTORS

     Information regarding the board of directors is as follows:



                                                                DIRECTOR   EXPIRATION
NAME                           AGE   POSITION                   SINCE(1)    OF TERM
----                           ---   --------                   --------   ----------
                                                               
William L. Walton*...........  51    Chairman, Chief Executive
                                     Officer and President        1986        2001
George C. Williams, Jr.*.....  74    Chairman Emeritus            1964        2001
Brooks H. Browne.............  51    Director                     1990        2001
John D. Firestone............  57    Director                     1993        2002
Anthony T. Garcia............  44    Director                     1991        2002
Lawrence I. Hebert...........  54    Director                     1989        2002
John I. Leahy................  70    Director                     1994        2003
Robert E. Long...............  69    Director                     1972        2001
Warren K. Montouri...........  71    Director                     1986        2003
Guy T. Steuart II............  69    Director                     1984        2003
T. Murray Toomey, Esq........  77    Director                     1959        2003
Laura W. van Roijen..........  48    Director                     1992        2002


---------------
 *  Interested persons of the Company, as defined in the 1940 Act.

(1) Includes service as a director of any of the predecessor companies.

                                        49
   60

EXECUTIVE OFFICERS

     Information regarding the Company's executive officers is as follows:



            NAME               AGE   POSITION
            ----               ---   --------
                               
William L. Walton............  51    Chairman, Chief Executive Officer and President
Joan M. Sweeney..............  41    Managing Director and Chief Operating Officer
Scott S. Binder..............  46    Managing Director
Samuel B. Guren..............  54    Managing Director
Philip A. McNeill............  41    Managing Director
John M. Scheurer.............  48    Managing Director
Thomas H. Westbrook..........  37    Managing Director
G. Cabell Williams, III .....  46    Managing Director
Penni F. Roll................  35    Executive Vice President and Chief Financial
                                     Officer


BIOGRAPHICAL INFORMATION

DIRECTORS

     William L. Walton has been the Chairman, Chief Executive Officer and
President of the Company since 1997. He has served on Allied Capital's board of
directors since 1986, and was named Chairman and CEO in February 1997. Mr.
Walton has an extensive background in general management, marketing, strategic
planning, mergers and acquisitions and financial analysis. Mr. Walton previously
served as Managing Director of New York-based Butler Capital Corporation
(1987-1991) and was the personal venture capital advisor for William S. Paley,
founder and Chairman of CBS. In addition, he was a Senior Vice President in
Lehman Brother Kuhn Loeb's Investment Banking Group. Mr. Walton also founded and
managed two start-up businesses in the emerging education industry (1992-1996).
Mr. Walton is a director of Nobel Learning Communities, Inc. and Riggs National
Corporation. He received both a B.A. and a M.B.A. from Indiana University.

     George C. Williams, Jr. is Chairman Emeritus of the Company. Mr. Williams
was an officer of the predecessor companies from the later of 1959 or the
inception of the relevant entity and President or Chairman and Chief Executive
Officer of the predecessor companies from the later of 1964 or each entity's
inception until 1991. Mr. Williams is the father of G. Cabell Williams III, an
executive officer of the Company.

     Brooks H. Browne has been the President of Environmental Enterprises
Assistance Fund since 1993. Mr. Browne is a director of SEAF, Corporation
Financiera Ambiental (Panama), Empresas Ambientales de Centro America (Costa
Rica) Renewable Energy and Energy Efficiency Fund, Terra Capital Investors
Limited, the Solar Development Foundation, and Yayasan Bina Usaha Lingkungan
(Indonesia) (environmental nonprofit or investment funds).

     John D. Firestone has been a Partner of Secor Group (venture capital) since
1978. Mr. Firestone is a director of Security Storage Company of Washington, DC,
Bryn Mawr Bank Corporation and the National Organization on Disability. Mr.
Firestone is Senior Advisor to GeoPortals.com, and a Trustee of The Washington
Ballet.

                                        50
   61

     Anthony T. Garcia is currently a private investor. Mr. Garcia was General
Manager of Breen Capital Group (investor in tax liens) from 1997 to 2000 and a
Senior Vice President of Lehman Brothers Inc. from 1985 to 1996.

     Lawrence I. Hebert is a director and President and Chief Executive Officer
of Riggs Bank N.A. (a subsidiary of Riggs National Corporation); Director of
Riggs National Corporation since 1988. He also serves as director of Riggs
Investment Management Corporation and Riggs Bank Europe Limited (both indirect
subsidiaries of Riggs National Corporation). Mr. Herbert is the President and a
director Perpetual Corporation (owner of Allbritton Communications Company and
ALLSNEWSCO, Inc.) Mr. Hebert is a director of ALLSNEWSCO, Inc. (news programming
service), the President of Westfield News Advertiser, Inc. (owner of a
television station and newspapers), Trustee of The Allbritton Foundation and
Vice Chairman of Allbritton Communications Company. Mr. Hebert previously served
as Vice Chairman (1983 to 1998), President (1984 to 1998) and Chairman and Chief
Executive Officer (1998 to 2001) of Allbritton Communications Company.

     John I. Leahy has been the President of Management and Marketing Associates
(a management consulting firm) since 1986. Mr. Leahy was the President and Group
Executive Officer, Western Hemisphere of Black & Decker Corporation from 1982 to
1985. Mr. Leahy is a director of Kar Kraft Systems, Inc., Cavanaugh Capital,
Inc., Acorn Products, Inc., The Wills Group, Thulman-Eastern Company and
Gallagher Fluid Seals, Inc.

     Robert E. Long is the CEO and Director of Goodwyn, Long & Black Investment
Management, Inc. and has been the Chairman and Chief Executive Officer of
Emerald City Radio Partners, LLC since 1997. Mr. Long was the President of
Business News Network, Inc. from 1995 to 1998, was the Chairman and Chief
Executive Officer of Southern Starr Broadcasting Group, Inc. from 1991 to 1995,
and a director and the President of Potomac Asset Management, Inc. from 1983 to
1991. Mr. Long is a director of AmBase Corporation, CSC Scientific, Inc., and
Advanced Solutions International, Inc.

     Warren K. Montouri has been a Partner of Montouri & Roberson (real estate
investment firm) since 1980. Mr. Montouri was a director of C&S/Sovran Bank from
1970 to 1990, a director of Sovran Financial Corporation from 1989 to 1990, a
director of NationsBank, N.A. from 1990 to 1996, a director of BB&T Bank
(formerly Franklin National Bank) from 1996 to 2000, a Trustee of Suburban
Hospital from 1991 to 1994, and a Trustee of The Audubon Naturalist Society from
1979 to 1985.

     Guy T. Steuart II has been a director and President of Steuart Investment
Company (manages, operates, and leases real and personal property and holds
stock in operating subsidiaries engaged in various businesses) since 1960. Mr.
Steuart is Trustee Emeritus of Washington and Lee University.

     T. Murray Toomey, Esq. has been an attorney at law since 1949. Mr. Toomey
is a director of The National Capital Bank of Washington and Federal Center
Plaza Corporation. He is also a Trustee of The Catholic University of America.

     Laura W. van Roijen has been a private real estate investor since 1992. Ms.
van Roijen was the Chairman of CWV & Associates (RTC qualified contracting firm)
from 1991 to 1994, a director and the Treasurer of Black Possum Inc. (retail
concern) from 1994 to 1996, the President of Volta Place, Inc. (real estate
advisory firm) from 1991 to

                                        51
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1994, and Vice President (from 1986 to 1991) and Market Director (from 1989 to
1991) of Citicorp Real Estate, Inc.

EXECUTIVE OFFICERS WHO ARE NOT DIRECTORS

     Joan M. Sweeney, Managing Director and Chief Operating Officer, has been
employed by the Company since 1993. Ms. Sweeney oversees all company operations
and is responsible for strategic planning, financial management, information
technology, marketing, investor relations, and all regulatory compliance. Prior
to joining the Company, Ms. Sweeney spent ten years of her career consulting
with private and small public companies at both Ernst & Young and Coopers &
Lybrand. Ms. Sweeney was a member of the SEC Division of Enforcement in the late
1980s.

     Scott S. Binder, Managing Director, has worked with the Company since 1991
and is responsible for the Company's telecommunications and broadcasting/cable
investments within the private finance group. Prior to joining the Company, Mr.
Binder formed and was President of Overland Communications Group, which owned
and operated cable television systems and radio stations. He also has worked in
the specialty finance and leasing industry.

     Samuel B. Guren, Managing Director, joined the Company in 1999. He joined
the Company to develop the Company's private equity investment business. Mr.
Guren has more than 26 years of venture capital investing experience. Prior to
joining the Company, Mr. Guren was the Senior Managing Partner at Baird Capital.
He also served as a Senior Managing Partner at William Blair Venture Partners
for 15 years.

     Philip A. McNeill, Managing Director, has been employed by the Company
since 1993 in the Company's private finance group. Before joining the Company,
he served as a vice president of M&T Capital Corporation. Prior to entering the
private finance industry, he was founding director of Western Oklahoma National
Bank, and structured and managed numerous privately negotiated investments.

     John M. Scheurer, Managing Director, has been employed by the Company since
1991 and manages the Company's real estate finance group. He has more than 22
years of experience in commercial finance and real estate lending and
management. Prior to joining the Company, Mr. Scheurer worked in various
capacities with Capital Recovery Advisors, Inc. and First American Bank. He also
started his own company, The Scheurer Company, and co-founded Hunter &
Associates, a major leasing and consulting real estate firm in the Washington,
DC area.

     Thomas H. Westbrook, Managing Director, has been with the Company since
1991 and is responsible for the Company's business services investments within
the private finance group. Prior to joining the Company, Mr. Westbrook worked
with North Carolina Enterprise Fund and was a lending officer in NationsBank's
corporate lending unit. He is the former president of the southern RASBIC and
has served on the NASBIC Board of Governors.

     G. Cabell Williams, III, Managing Director, has been employed by the
Company since 1981 in the Company's private finance group. He has over 19 years
of private finance experience, and has structured numerous types of private debt
and equity finance transactions. Mr. Williams has served in many capacities
during his tenure with the Company.

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     Penni F. Roll, Executive Vice President and Chief Financial Officer, has
been employed by the Company since 1995. Ms. Roll is responsible for the
Company's financial management and reporting, accounting, loan servicing,
special servicing, portfolio monitoring and regulatory compliance activities.
Prior to joining the Company, she spent seven years in the financial services
practice at KPMG Peat Marwick, including serving as a Manager from 1993 to 1995.

EMPLOYMENT AGREEMENTS

     The Company has entered into employment agreements with eight senior
executives of the Company, including William L. Walton, the Company's Chairman
and CEO, Joan M. Sweeney, Managing Director and Chief Operating Officer, and
John M. Scheurer, Managing Director. Each of the agreements provides for a
three-year term, with annual renewals thereafter, and specifies each executive's
compensation during the term of the agreement, in accordance with the
achievement of certain performance standards.

     The annual base salary on the effective date of the employment agreements
of Mr. Walton, Ms. Sweeney, and Mr. Scheurer was $405,000, $256,500, and
$256,500, respectively. The Board of Directors has the right to increase the
base salary during the term of the employment agreement. In addition, each
employment agreement states that the Board of Directors may provide, at their
sole discretion, an annual cash bonus. This bonus is to be determined with
reference to each executive's performance in accordance with performance
criteria to be determined by the Board in its sole discretion. Under each
agreement, each executive also is entitled to participate in the Company's
Amended Stock Option Plan, and to receive all other awards and benefits
previously granted to each executive including life insurance premiums.

     In addition, each employment agreement provides for a long-term cash
retention award for the performance period from 2001 through 2003. The long-term
cash retention award will vest and be payable in six equal installments on June
30th and December 31st of each year from 2001 through 2003. Mr. Walton will be
eligible for a long-term cash retention award of $3,375,000, or $1,125,000 per
year, over the performance period; Ms. Sweeney will be eligible for $2,550,000,
or $850,000 per year; and Mr. Scheurer will be eligible for $2,115,000, or
$705,000 per year.

     Employment will terminate if the term of the agreement expires without
written agreement of both parties. The executive has the right to voluntarily
terminate employment at any time with 30 days' notice, and in such case, the
employee will not receive any severance pay. Among other things, the employment
agreements prohibit the solicitation of employees from the Company in the event
of an executive's departure for a period of two years.

     If employment is terminated with cause, the employee will not receive any
severance pay. If employment is terminated without cause during the term of the
agreement, the executive shall be entitled to severance pay for a period not to
exceed 36 months for Mr. Walton; 30 months for Ms. Sweeney; and 24 months for
Mr. Scheurer. Severance pay shall include the continuation of the employee's
base salary, and the greater of (a) the average of the annual bonuses paid
during the preceding three years, or (b) the amount of the last annual bonus
paid to the employee. In addition, the executive shall be entitled to receive
any payments under the long-term cash retention award that would have vested and
been payable during the severance period. However, stock options would cease to
vest during the severance period.

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     If, within 12 months after a change of control (as defined in the
employment agreements) termination of employment occurs either by the executive
officer or the Company, the executive officer shall not be entitled to severance
pay, but will instead be entitled to lump sum compensation as well as certain
other benefits. For Mr. Walton, this lump sum is equal to three years of base
salary and bonus (as calculated for severance pay), plus an amount equal to
$5,565,000. For Ms. Sweeney, this lump sum is equal to two and a half years of
base salary and bonus, plus an amount equal to $2,600,000. For Mr. Scheurer,
this lump sum is equal to two years of base salary and bonus, plus an amount
equal to $2,350,000. Under the terms of the agreement, the Company would also
provide compensation to offset any applicable excise tax penalties imposed on
the executive under section 4999 of the Internal Revenue Code.

     The other six employment agreements carry terms substantially similar to
those of Mr. Scheurer's agreement, as described herein.

COMPENSATION PLANS

STOCK OPTION PLAN

     The Company's stock option plan (the "Stock Option Plan") is intended to
encourage stock ownership in the Company by officers and directors, thus giving
them a proprietary interest in the Company's performance. The Stock Option Plan
was approved by shareholders at the Special Meeting of Shareholders on November
26, 1997. On May 9, 2000, the Company's stockholders amended the Stock Option
Plan to increase the authorized shares under the plan to 12,350,000 shares as
well as make certain other administrative changes.

     The Committee's principal objective in awarding stock options to the
eligible officers of the Company is to align each optionee's interests with the
success of the Company and the financial interests of its stockholders by
linking a portion of such optionee's compensation with the performance of the
Company's stock and the value delivered to stockholders.

     Stock options are granted under the Stock Option Plan at a price not less
than the prevailing market value and will have value only if the Company's stock
price increases. The Committee determines the amount and features of the stock
options, if any, to be awarded to optionees. The Committee evaluates a number of
criteria, including the past service of each such optionee to the Company, the
present and potential contributions of such optionee to the success of the
Company and such other factors as the Committee shall deem relevant in
connection with accomplishing the purposes of the Stock Option Plan, including
the recipient's current stock holdings, years of service, position with the
Company and other factors. The Committee does not apply a formula assigning
specific weights to any of these factors when making its determination. The
Committee awards stock options on a subjective basis and such awards depend in
each case on the performance of the officer under consideration.

     For the year ended, December 31, 2000, a total of 4,162,112 options were
granted, including grants made by the Company's compensation committee to
certain officers and automatic grants to non-officer directors of the Company.
These options generally vest over a three-year period except that grants to
non-officer directors vest immediately. See "Control Persons and Principal
Holders of Securities" in the SAI for currently exercisable options granted to
certain executive officers and non-officer directors.

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   65

     On September 8, 1999, the Company received approval from the Commission to
grant options under the Stock Option Plan to non-officer directors. On that
date, each incumbent non-officer director received options to purchase 10,000
shares, and pursuant to the Commission order, each will receive options to
purchase 5,000 shares each year thereafter on the date of the annual meeting of
stockholders. New directors will receive options to purchase 10,000 shares upon
election to the board, and options to purchase 5,000 shares each year thereafter
on the date of the annual meeting.

     The Stock Option Plan is designed to satisfy the conditions of Section 422
of the Code so that options granted under the Stock Option Plan may qualify as
"incentive stock options." To qualify as "incentive stock options," options may
not become exercisable for the first time in any year if the number of incentive
options first exercisable in that year multiplied by the exercise price exceeds
$100,000.

FORMULA AWARD AND CUT-OFF AWARD

     Formula Award. The Formula Award was designed as an incentive compensation
program that would replace stock options of the predecessor companies that were
cancelled as a result of the Company's 1997 merger, and would balance share
ownership among key officers. The Company accrued the Formula Award over the
three-year period on the anniversary of the merger date (December 31) in 1998,
1999 and 2000. The Formula Award expense for 1998, 1999 and 2000 totaled $6.2
million, $6.2 million and $5.7 million, respectively. The terms of the Formula
Award required that the award be contributed to the Company's deferred
compensation plan, and used to purchase shares of the Company in the open
market. See "Deferred Compensation Plan." The amount of the Formula Awards
received by certain executive officers in 2000 is provided in the SAI.

     On January 2, 2001, the trust that holds the deferred compensation plan
distributed shares of the Company's common stock with a value of $4,383,165
representing the final portion of the Formula Award that vested on December 31,
2000. These shares are held in restricted accounts at a brokerage firm.

     Cut-Off Award. The Cut-Off Award was designed to cap the appreciated value
in unvested options at the merger announcement date in order to set the
foundation to balance option awards upon the merger on December 31, 1997. The
Cut-Off Award is payable for each canceled option as the canceled options would
have vested and vests automatically in the event of a change of control. The
Cut-Off Award is payable if the award recipient is employed by the Company on
the future vesting date. The Cut-Off Award expense for the years ended December
31, 2000, 1999 and 1998 totaled $0.5 million, $0.6 million and $0.8 million,
respectively. The amount of the Cut-Off Award received by certain executive
officers in 2000 is provided in the SAI.

401(K) PLAN

     The Company maintains a 401(k) plan (the "401(k) Plan"). All employees who
are at least 21 years of age have the opportunity to contribute pre-tax salary
deferrals into the 401(k) Plan of up to $10,500, and to direct the investment of
these contributions. The 401(k) Plan allows eligible participants to invest in
shares of the Company's common stock, among other investment options. In
addition, beginning in 2000, the Company contributed to each eligible
participant (i.e., employees with one (1) year of service), 5% of each
participant's total cash compensation for the year, up to $170,000, to each
participant's plan account on the participant's behalf, which fully vests at the
time of contribution. The contribution with respect to compensation in excess of
$170,000 is made

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to the Deferred Compensation Plan. On March 16, 2001, the 401(k) Plan held less
than 1% of the outstanding shares of the Company.

DEFERRED COMPENSATION PLAN

     The Company maintains a deferred compensation plan (the "Deferred
Compensation Plan"). The Deferred Compensation Plan is a funded plan that
provides for the deferral of compensation by employees and consultants of the
Company. Any employee or consultant of the Company is eligible to participate in
the plan at such time and for such period as designated by the board of
directors. The Deferred Compensation Plan is administered through a trust, and
the Company funds this plan through cash contributions.

                                   TAX STATUS

     The following discussion is a general summary of the material United States
federal income tax considerations applicable to the Company and to an investment
in the common stock. This summary does not purport to be a complete description
of the income tax considerations applicable to such an investment. The
discussion is based upon the Code, Treasury Regulations, and administrative and
judicial interpretations, each as of the date of this prospectus and all of
which are subject to change. You should consult your own tax advisor with
respect to tax considerations that pertain to your purchase of the common stock.

     This summary is intended to apply to investments in common stock and
assumes that investors hold the common stock as capital assets. This summary
does not discuss all aspects of federal income taxation relevant to holders of
the common stock in light of particular circumstances, or to certain types of
holders subject to special treatment under federal income tax laws, including
dealers in securities, pension plans and trusts and financial institutions. This
summary does not discuss any aspects of U.S. estate and gift tax or foreign,
state or local tax. It does not discuss the special treatment under federal
income tax laws that could result if the Company invested in tax-exempt
securities or certain other investment assets.

     This summary does not discuss the consequences of investments in preferred
stock or debt securities of the Company. The tax consequences of an offering of
preferred stock or debt securities of the Company will be discussed in a
prospectus supplement relating to or for such offering.

     Except as specifically indicated herein, this summary is intended to apply
to U.S. Stockholders (as defined below) and does not purport to discuss all U.S.
federal income tax consequences to persons who are not U.S. Stockholders
("Non-U.S. Stockholders") from an investment in the common stock. (A "U.S.
Stockholder" generally is a stockholder who is (i) a citizen or resident of the
United States, (ii) a corporation, partnership or other entity created in or
organized under the laws of the United States or any political subdivision
thereof, (iii) an estate, the income of which is subject to United States
federal income taxation regardless of its source, or (iv) a trust subject to the
supervision of a court within the United States and the control of a United
States person.) Non-U.S. Stockholders should consult their own tax advisors to
discuss the consequences of an investment in the common stock.

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TAXATION AS A RIC

     The Company intends to be treated for tax purposes as a "regulated
investment company" or "RIC" under Subchapter M of the Code. If the Company (i)
qualifies as a RIC and (ii) distributes to stockholders in a timely manner at
least 90% of its "investment company taxable income," as defined in the Code
(i.e., net investment income, including accrued original issue discount, and net
short-term capital gain) (the "90% Distribution Requirement") each year, it will
not be subject to federal income tax on the portion of its investment company
taxable income and net capital gain (i.e., net long-term capital gain in excess
of net short-term capital loss) it distributes (or treats as "deemed
distributed") to stockholders. In addition, if the Company distributes in a
timely manner the sum of (i) 98% of its ordinary income for each calendar year,
(ii) 98% of its capital gain net income for the one-year period ending December
31 in that calendar year, and (iii) any income not distributed in prior years,
the Company will not be subject to the 4% nondeductible federal excise tax on
certain undistributed income of RICs (the "Excise Tax Avoidance Requirements").
The Company generally will endeavor to distribute (or treat as deemed
distributed) to stockholders all of its investment company taxable income and
its net capital gain, if any, for each taxable year so that it will not incur
federal income or excise taxes on its earnings. The Company will be subject to
federal income tax at the regular corporate rate for any amounts of investment
company taxable income or net capital gain not distributed (or deemed
distributed) to the stockholders.

     In order to qualify as a RIC for federal income tax purposes, the Company
must, among other things: (a) continue to qualify as a BDC under the 1940 Act,
(b) derive in each taxable year at least 90% of its gross income from dividends,
interest, payments with respect to securities loans, gains from the sale of
stock or other securities, or other income derived with respect to its business
of investing in such stock or securities (the "90% Income Test"); and (c)
diversify its holdings so that at the end of each quarter of the taxable year
(i) at least 50% of the value of the Company's assets consists of cash, cash
items, U.S. government securities, securities of other RICs, and other
securities if such other securities of any one issuer do not represent more than
5% of the Company's assets or more than 10% of the outstanding voting securities
of the issuer, and (ii) no more than 25% of the value of the Company's assets is
invested in the securities (other than U.S. government securities or securities
of other RICs) of one issuer or of two or more issuers that are controlled (as
determined under applicable Code rules) by the Company and are engaged in the
same or similar or related trades or businesses (the "Diversification Tests").
The failure of one or more of the Company's subsidiaries to continue to qualify
as RICs could adversely affect the Company's ability to satisfy the
Diversification Tests.

     If the Company acquires or is deemed to have acquired debt obligations that
were issued originally at a discount or that otherwise are treated under
applicable tax rules as having original issue discount, it must include in
income each year a portion of the original issue discount that accrues over the
life of the obligation regardless of whether cash representing such income is
received by it in the same taxable year. Any amount accrued as original issue
discount will be included in the Company's investment company taxable income for
the year of accrual and may have to be distributed to the stockholders in order
to satisfy the 90% Distribution Requirement or the Excise Tax Avoidance
Requirements even though the Company has not received any cash representing such
income.

     Although it does not currently intend to do so, if the Company were to
invest in certain options, futures, or forward contracts, it may be required to
report income from such investments on a mark-to-market basis, which could
result in the Company

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recognizing unrealized gains and losses for federal income tax purposes even
though it may not realize such gains and losses when it ultimately disposes of
such investments. The Company could also be required to treat such gains and
losses as 60% long-term capital gain or loss and 40% short-term capital gain or
loss regardless of its holding period for the investments. In addition, if the
Company were to engage in certain hedging transactions, including hedging
transactions in options, future contracts, and straddles, or other similar
transactions, it will be subject to special tax rules (including constructive
sale, mark-to-market, straddle, wash sale, and short sale rules), the effect of
which may be to accelerate income to the Company, defer losses to the Company,
cause adjustments in the holding periods of the Company's securities, convert
long-term capital gains into short-term capital gains or convert short-term
capital losses into long-term capital losses. These rules could affect the
Company's investment company taxable income or net capital gain for a taxable
year and thus affect the amounts that the Company would be required to
distribute to its stockholders pursuant to the 90% Distribution Requirement and
the Excise Tax Avoidance Requirements for such year.

     Although it does not presently expect to do so, the Company is authorized
to borrow funds and to sell assets in order to satisfy distribution
requirements. However, under the 1940 Act, the Company is not permitted to make
distributions to stockholders while the Company's debt obligations and other
senior securities are outstanding unless certain "asset coverage" tests are met.
Moreover, the Company's ability to dispose of assets to meet its distribution
requirements may be limited by other requirements relating to its status as a
RIC, including the Diversification Test. If the Company disposes of assets in
order to meet the 90% Distribution Requirement or the Excise Tax Avoidance
Requirements, the Company may make such dispositions at times that, from an
investment standpoint, are not advantageous.

     If the Company fails to satisfy the 90% Distribution Requirement or
otherwise fails to qualify as a RIC in any taxable year, it will be subject to
tax in that year on all of its taxable income, regardless of whether it makes
any distributions to its stockholders. In that case, all of the Company's
distributions to its stockholders will be characterized as ordinary income (to
the extent of the Company's current and accumulated earnings and profits). In
contrast, as is explained below, if the Company qualifies as a RIC, a portion of
its distributions or deemed distributions may be characterized as long-term
capital gain in the hands of stockholders.

     The remainder of this Summary assumes that the Company qualifies as a RIC
and satisfies the 90% Distribution Requirement.

TAXATION OF STOCKHOLDERS

     Distributions of the Company generally are taxable to stockholders as
ordinary income or capital gains. Distributions of the Company's investment
company taxable income will be taxable as ordinary income to stockholders to the
extent of the Company's current or accumulated earnings and profits, whether
paid in cash or reinvested in additional common stock. Distributions of the
Company's net capital gains properly designated by the Company as "capital gain
dividends" will be taxable to a stockholder as long-term capital gains
regardless of the stockholder's holding period for his or her common stock and
regardless of whether paid in cash or reinvested in additional common stock.
Distributions in excess of the Company's earnings and profits first will reduce
a stockholder's adjusted tax basis in such stockholder's common stock and, after
the adjusted basis is reduced to

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zero, will constitute capital gains to such stockholder. For a summary of the
tax rates applicable to capital gains, including capital gain dividends, see the
discussion below.

     At the Company's option, the Company may elect to retain some or all of its
net capital gains for a tax year, but designate the retained amount as a "deemed
distribution." In that case, among other consequences, the Company will pay tax
on the retained amount for the benefit of its stockholders, the stockholders
will be required to report their share of the deemed distribution on their tax
returns as if it had been distributed to them, and the stockholders will report
a credit for the tax paid thereon by the Company. The amount of the deemed
distribution net of such tax will be added to the stockholder's cost basis for
his or her common stock. Since the Company expects to pay tax on any retained
net capital gains at its regular corporate capital gain tax rate, and since that
rate is in excess of the maximum rate currently payable by individuals on
long-term capital gains, the amount of tax that individual stockholders will be
treated as having paid will exceed the amount of tax that such stockholders
would be required to pay on the retained net capital gains. A stockholder that
is not subject to U.S. federal income tax or tax on long-term capital gains
should be able to file a return on the appropriate form or a claim for refund
that allows such stockholder to recover the taxes paid on his or her behalf. In
the event the Company chooses this option, it must provide written notice to the
stockholders prior to the expiration of 60 days after the close of the relevant
tax year.

     Any dividend declared by the Company in October, November, or December of
any calendar year, payable to stockholders of record on a specified date in such
a month and actually paid during January of the following year, will be treated
as if it had been received by the stockholders on December 31 of the year in
which the dividend was declared.

     You should consider the tax implications of buying common stock just prior
to a distribution. Even if the price of the common stock includes the amount of
the forthcoming distribution, you may be taxed upon receipt of the distribution
and will not be entitled to offset the distribution against the tax basis in
your common stock.

     You may recognize taxable gain or loss if you sell or exchange your common
stock. The amount of the gain or loss will be measured by the difference between
your adjusted tax basis in your common stock and the amount of the proceeds you
receive in exchange for such stock. Any gain or loss arising from (or, in the
case of distributions in excess of earnings and profits, treated as arising
from) the sale or exchange of common stock generally will be a capital gain or
loss. This capital gain or loss normally will be treated as a long-term capital
gain or loss if you have held your common stock for more than one year;
otherwise, it will be classified as short-term capital gain or loss. However,any
capital loss arising from the sale or exchange of common stock held for six
months or less generally will be treated as a long-term capital loss to the
extent of the amount of capital gain dividends received (or treated as deemed
distributed) with respect to such stock and, for this purpose, the special rules
of Section 852(b)(4)(C) of the Code generally apply in determining the holding
period of such stock. In addition, all or a portion of any loss realized upon a
taxable disposition of common stock may be disallowed if other shares of the
Company's common stock are purchased (under the Company's DRIP or otherwise)
within 30 days before or after the disposition.

     In general, non-corporate stockholders currently are subject to a maximum
federal income tax rate of 20% (subject to reduction in certain situations) on
their net long-term capital gain (the excess of net long-term capital gain over
net short-term capital loss) for a taxable year (including a long-term capital
gain derived from an investment in the

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common stock), while other income may be taxed at rates as high as 39.6%.
Corporate taxpayers currently are subject to federal income tax on net capital
gain at the maximum 35% rate also applied to ordinary income. Tax rates imposed
by states and local jurisdictions on capital gain and ordinary income may
differ. Non-corporate stockholders with net capital losses for a year (i.e.,
capital losses in excess of capital gains) generally may deduct up to $3,000 of
such losses against their ordinary income each year; any net capital losses of a
non-corporate stockholder in excess of $3,000 generally may be carried forward
and used in subsequent years as provided in Section 1212(b) of the Code.
Corporate stockholders generally may not deduct any net capital losses for a
year, but may carryback such losses for three years or carry forward such losses
for five years.

     The Company will send to each of its stockholders, as promptly as possible
after the end of each calendar year, a notice detailing, on a per share and per
distribution basis, the amounts includible in such stockholder's taxable income
for such year as ordinary income and as long-term capital gain. In addition, the
federal tax status of each year's distributions generally will be reported to
the IRS. Distributions may also be subject to additional state, local, and
foreign taxes depending on a stockholder's particular situation. The Company's
ordinary income dividends to corporate stockholders may, if certain conditions
are met, qualify for the dividends received deduction to the extent that the
Company has received qualifying dividend income during the taxable year; capital
gain dividends distributed by the Company are not eligible for the dividends
received deduction.

     A Non-U.S. Stockholder may be subject to withholding of U.S. federal tax at
a 30% rate (or lower applicable treaty rate) on distributions (including certain
redemptions of common stock) from the Company. Accordingly, investment in the
Company is likely to be appropriate for a Non-U.S. Stockholder only if such
person can utilize a foreign tax credit or corresponding tax benefit in respect
of such withholding tax. Non-U.S. Stockholders should consult their own tax
advisors with respect to the U.S. federal income and withholding tax, and state,
local, and foreign tax, consequences of an investment in the common stock.

     The Company may be required to withhold U.S. federal income tax at a rate
of 31% ("backup withholding") from all taxable distributions payable to (i) any
stockholder who fails to furnish the Company with its correct taxpayer
identification number or a certificate that the stockholder is exempt from
backup withholding, and (ii) any stockholder with respect to whom the IRS
notifies the Company that the stockholder has failed to properly report certain
interest and dividend income to the IRS and to respond to notices to that
effect. The Company may be required to report annually to the IRS and to each
Non-U.S. Stockholder the amount of dividends paid to such stockholder and the
amount, if any, of tax withheld pursuant to the backup withholding rules with
respect to such dividends. This information may also be made available to the
tax authorities in the Non-U.S. Stockholder's country of residence. Backup
withholding is not an additional tax. Any amounts withheld under the backup
withholding rules from payments made to a stockholder may be refunded or
credited against such stockholder's United States federal income tax liability,
if any, provided that the required information is furnished to the IRS.

     YOU SHOULD CONSULT YOUR OWN TAX ADVISOR WITH RESPECT TO THE PARTICULAR TAX
CONSEQUENCES TO YOU OF AN INVESTMENT IN THE COMPANY, INCLUDING THE POSSIBLE
EFFECT OF ANY PENDING LEGISLATION OR PROPOSED REGULATION.

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                         CERTAIN GOVERNMENT REGULATIONS

     We operate in a highly regulated environment. The following discussion
generally summarizes certain regulations.

     BUSINESS DEVELOPMENT COMPANY ("BDC").  A business development company is
defined and regulated by the Investment Company Act of 1940. It is a unique kind
of investment company that primarily focuses on investing in or lending to small
private companies and making managerial assistance available to them. A BDC may
use capital provided by public shareholders and from other sources to invest in
long-term, private investments in growing businesses. A BDC provides
shareholders the ability to retain the liquidity of a publicly traded stock,
while sharing in the possible benefits, if any, of investing in privately owned
growth companies.

     As a BDC, we may not acquire any asset other than "Qualifying Assets"
unless, at the time we make the acquisition, our Qualifying Assets represent at
least 70% of the value of our total assets (the "70% test"). The principal
categories of Qualifying Assets relevant to our business are:

     (1) Securities purchased in transactions not involving any public offering,
         the issuer of which is an eligible portfolio company. An eligible
         portfolio company is defined to include any issuer that (a) is
         organized and has its principal place of business in the United States,
         (b) is not an investment company other than an SBIC wholly owned by a
         BDC (our investments in Allied Investment and certain other
         subsidiaries generally are Qualifying Assets), and (c) does not have
         any class of publicly traded securities with respect to which a broker
         may extend margin credit;

     (2) Securities received in exchange for or distributed with respect to
         securities described in (1) above or pursuant to the exercise of
         options, warrants, or rights relating to such securities; and

     (3) Cash, cash items, government securities, or high quality debt
         securities (within the meaning of the 1940 Act), maturing in one year
         or less from the time of investment.

     To include certain securities described above as Qualifying Assets for the
purpose of the 70% test, a BDC must make available to the issuer of those
securities significant managerial assistance such as providing significant
guidance and counsel concerning the management, operations, or business
objectives and policies of a portfolio company, or making loans to a portfolio
company. We will provide managerial assistance on a continuing basis to any
portfolio company that requests it, whether or not difficulties are perceived.

     As a BDC, the Company is entitled to issue senior securities in the form of
stock or senior securities representing indebtedness, including debt securities
and preferred stock, as long as each class of senior security has an asset
coverage of at least 200% immediately after each such issuance. This limitation
is not applicable to borrowings by our SBIC subsidiary, and therefore any
borrowings by these subsidiaries are not included in this asset coverage test.
See "Risk Factors."

     We have adopted a Code of Ethics that establishes procedures for personal
investments and restricts certain transactions by the Company's personnel. See
"Where You Can Find More Information."

     We may not change the nature of our business so as to cease to be, or
withdraw our election as, a BDC unless authorized by vote of a "majority of the
outstanding voting

                                        61
   72

securities," as defined in the 1940 Act, of our shares. Since we made our BDC
election, we have not made any substantial change in the nature of our business.

     REGULATED INVESTMENT COMPANY ("RIC").  Our status as a RIC enables us to
avoid the cost of federal and state taxation, and as a result achieve pre-tax
investment returns. We believe that this tax advantage enables us to achieve
strong equity returns without having to aggressively leverage our balance sheet.

     In order to qualify as a RIC, the Company must, among other things:

     (1) Derive at least 90% of its gross income from dividends, interest,
         payments with respect to securities loans, gains from the sale of stock
         or other securities or other income derived with respect to its
         business of investing in such stock or securities.

     (2) Diversify its holdings so that

        (a) at least 50% of the value of the Company's assets consists of cash,
            cash items, U.S. government securities, securities of other RICs and
            other securities if such other securities of any one issuer do not
            represent more than 5% of the Company's assets and 10% of the
            outstanding voting securities of the issuer, and

        (b) no more than 25% of the value of the Company's assets are invested
            in securities (other than U.S. government securities) of one issuer,
            or of two or more issuers that are controlled by the Company.

     (3) Distribute at least 90% of its "investment company taxable income" each
         tax year to its shareholders. In addition, if a RIC distributes in a
         timely manner (or treats as "deemed distributed") 98% of its capital
         gain net income for each one year period ending on December 31 and
         distributes 98% of its ordinary income for each calendar year, it will
         not be subject to the 4% nondeductible federal excise tax on certain
         undistributed income of RICs.

     SBA REGULATIONS.  Allied Investment, a wholly owned subsidiary of the
Company, is licensed by the SBA as an SBIC under Section 301(c) of the Small
Business Investment Act of 1958, as amended (the "1958 Act"), and has elected to
be regulated as a BDC.

     SBICs are authorized to stimulate the flow of private equity capital to
eligible small businesses. Under present SBA regulations, eligible small
businesses include businesses that have a net worth not exceeding $18 million
and have average annual fully taxed net income not exceeding $6 million for the
most recent two fiscal years. In addition, an SBIC must devote 20% of its
investment activity to "smaller" concerns as defined by the SBA. A smaller
concern is one that has a net worth not exceeding $6 million and has average
annual fully taxed net income not exceeding $2 million for the most recent two
fiscal years. SBA regulations also provide alternative size standard criteria to
determine eligibility, which depend on the industry in which the business is
engaged and are based on such factors as the number of employees and gross
sales. According to SBA regulations, SBICs may make long-term loans to small
businesses, invest in the equity securities of such businesses, and provide them
with consulting and advisory services. Allied Investment provides long-term
loans to qualifying small businesses; equity investments and consulting and
advisory services are typically provided only in connection with such loans.

     Allied Investment is periodically examined and audited by the SBA staff to
determine its compliance with SBIC regulations.

     Allied Investment has the opportunity to sell to the SBA subordinated
debentures with a maturity of up to ten years, up to an aggregate principal
amount of $108.8 million.

                                        62
   73

This limit generally applies to all financial assistance provided by the SBA to
any licensee and its "associates," as that term is defined in SBA regulations.
Historically, an SBIC was also eligible to sell preferred stock to the SBA.
Allied Investment had received $78.3 million of subordinated debentures and $7.0
million of preferred stock from the SBA at December 31, 2000; as a result of the
$108.8 million limit, the Company is limited on its ability to apply for
additional financing from the SBA. Interest rates on the SBA debentures
currently outstanding have a weighted average interest cost of 8.3%.

                           DIVIDEND REINVESTMENT PLAN

     We have adopted an "opt out" dividend reinvestment plan ("DRIP plan").
Under the DRIP plan, if you own shares of common stock registered in your own
name, our transfer agent, acting as reinvestment plan agent, will automatically
reinvest any dividend in additional shares of common stock. Shareholders may
change enrollment status in the DRIP plan at any time by contacting either the
plan agent or the Company.

     A shareholder's ability to participate in a DRIP plan may be limited
according to how the shares of common stock are registered. A nominee may
preclude beneficial owners holding shares in street name from participating in
the DRIP plan. Shareholders who wish to participate in a DRIP plan may need to
register their shares of common stock in their own name. Shareholders will be
informed of their right to opt out of the DRIP plan in the Company's annual and
quarterly reports to shareholders. Shareholders who hold shares in the name of a
nominee should contact the nominee for details.

     All distributions to investors who do not participate (or whose nominee
elects not to participate) in the DRIP plan will be paid by check mailed
directly, or through the nominee, to the record holder by or under the
discretion of the plan agent. The plan agent is American Stock Transfer and
Trust Company, 59 Maiden Lane, New York, New York 10038. Their telephone number
is 800-937-5449.

     Under the DRIP plan, we may issue new shares unless the market price of the
outstanding shares of common stock is less than 110% of the last reported net
asset value. Alternatively, the plan agent may buy shares of common stock in the
market. We value newly issued shares of common stock for the DRIP plan at the
average of the reported last sale prices of the outstanding shares of common
stock on the last five trading days prior to the payment date of the
distribution, but not less than 95% of the opening bid price on such date. The
price in the case of shares bought in the market will be the average actual cost
of such shares of common stock, including any brokerage commissions. There are
no other fees charged to shareholders in connection with the DRIP plan. Any
distributions reinvested under the plan will nevertheless remain taxable to the
shareholders.

                                        63
   74

                           DESCRIPTION OF SECURITIES

     The following summary of the Company's capital stock and other securities
does not purport to be complete and is subject to, and qualified in its entirety
by, the Company's Amended and Restated Articles of Incorporation, as amended
(the "Charter"). Reference is made to the Charter for a detailed description of
the provisions summarized below.

     On September 18, 2000, the Board of Directors voted unanimously to amend
the Company's Charter to increase its authorized capital stock (the "Capital
Stock") from 100,000,000 shares, $0.0001 par value, to 200,000,000 shares, and
authorized management to hold a special meeting of shareholders on November 15,
2000 to seek shareholder approval for such amendment. The Charter amendment was
approved by shareholders and the Charter amendment was filed with the state of
Maryland on November 17, 2000.

     The Board of Directors may classify and reclassify any unissued shares of
Capital Stock of the Company by setting or changing in one or more respects the
preferences, conversion or other rights, voting powers, restrictions,
limitations as to dividends, qualifications, terms or conditions or redemption
or other rights of such shares of Capital Stock.

COMMON STOCK

     At March 30, 2001, there were 85,877,875 shares of common stock outstanding
and 11,674,084 shares of common stock reserved for issuance under the Amended
Stock Option Plan. The following are the outstanding classes of securities of
the Company as of March 30, 2001:



                                                                        (4)
                                                         (3)          AMOUNT
                                                     AMOUNT HELD    OUTSTANDING
                                           (2)       BY COMPANY    EXCLUSIVE OF
                            (1)          AMOUNT      OR FOR ITS    AMOUNTS SHOWN
                       TITLE OF CLASS  AUTHORIZED      ACCOUNT       UNDER(3)
                       --------------  -----------   -----------   -------------
                                                       
Allied Capital
  Corporation........  Common Stock    200,000,000        0         85,877,875


     All shares of common stock have equal rights as to earnings, assets,
dividends and voting privileges and all outstanding shares of common stock are
fully paid and non-assessable. Distributions may be paid to the holders of
common stock if and when declared by the Board of Directors of the Company out
of funds legally available therefore. Our common stock has no preemptive,
conversion, or redemption rights and is freely transferable. In the event of
liquidation, each share of common stock is entitled to share ratably in all
assets of the Company that are legally available for distributions after payment
of all debts and liabilities and subject to any prior rights of holders of
Preferred Stock, if any, then outstanding. Each share of common stock is
entitled to one vote and does not have cumulative voting rights, which means
that holders of a majority of the shares, if they so choose, could elect all of
the directors, and holders of less than a majority of the shares would, in that
case, be unable to elect any director. All shares of common stock offered hereby
will be, when issued and paid for, fully paid and non-assessable.

                                        64
   75

PREFERRED STOCK

     In addition to shares of common stock, the articles of incorporation
authorizes the issuance of preferred stock ("Preferred Stock"). The Board of
Directors is authorized to provide for the issuance of Preferred Stock with such
preferences, powers, rights and privileges as the Board deems appropriate;
except that, such an issuance must adhere to the requirements for the 1940 Act.
The 1940 Act requires, among other things, that (i) immediately after issuance
and before any distribution is made with respect to common stock, the Preferred
Stock, together with all other senior securities, must not exceed an amount
equal to 50% of the Company's total assets and (ii) the holders of shares of
Preferred Stock, if any are issued, must be entitled as a class to elect two
directors at all times and to elect a majority of the directors if dividends on
the Preferred Stock are in arrears by two years or more. The Company believes
the availability of such stock will provide the Company with increased
flexibility in structuring future financings and acquisitions. If we offer
Preferred Stock under this prospectus, we will issue an appropriate prospectus
supplement. You should read that prospectus supplement for a description of the
Preferred Stock, including, but not limited to, whether there will be an
arrearage in the payment of dividends or sinking fund installments, if any,
restrictions with respect to the declaration of dividends, requirements in
connection with the maintenance of any ratio or assets, or creation or
maintenance of reserves, or provisions for permitting or restricting the
issuance of additional securities.

DEBT SECURITIES

     The Company may issue debt securities that may be senior or subordinated in
priority of payment. The Company will provide a prospectus supplement that
describes the ranking, whether senior or subordinated, the specific designation,
the aggregate principal amount, the purchase price, the maturity, the redemption
terms, the interest rate or manner of calculating the interest rate, the time of
payment of interest, if any, the terms for any conversion or exchange, including
the terms relating to the adjustment of any conversion or exchange mechanism,
the listing, if any, on a securities exchange, the name and address of the
trustee and any other specific terms of the debt securities.

LIMITATION ON LIABILITY OF DIRECTORS

     The Company has adopted provisions in its charter and bylaws limiting the
liability of directors and officers of the Company for monetary damages. The
effect of these provisions in the charter and bylaws is to eliminate the rights
of the Company and its shareholders (through shareholders' derivative suits on
behalf of the Company) to recover monetary damages against a director or
officers for breach of the fiduciary duty of care as a director or officer
(including breaches resulting from negligent or grossly negligent behavior)
except in certain limited situations. These provisions do not limit or eliminate
the rights of the Company or any shareholder to seek non-monetary relief such as
an injunction or rescission in the event of a breach of a director's or
officer's duty of care. These provisions will not alter the liability of
directors or officers under federal securities laws.

CERTAIN ANTI-TAKEOVER PROVISIONS

     The charter and bylaws of the Company and certain statutory and regulatory
requirements contain certain provisions that could make more difficult the
acquisition of the Company by means of a tender offer, a proxy contest or
otherwise. These provisions are expected to discourage certain types of coercive
takeover practices and inadequate takeover bids and to encourage persons seeking
to acquire control of the Company to negotiate first with the board of
directors. We believe that the benefits of these provisions

                                        65
   76

outweigh the potential disadvantages of discouraging such proposals because,
among other things, negotiation of such proposals might result in an improvement
of their terms. The description set forth below is intended as a summary only
and is qualified in its entirety by reference to the charter and the bylaws.

CLASSIFIED BOARD OF DIRECTORS

     The charter provides for the Board of Directors to be divided into three
classes of directors serving staggered three-year terms, with each class to
consist as nearly as possible of one-third of the directors then elected to the
board. A classified board may render more difficult a change in control of the
Company or removal of incumbent management. We believe, however, that the longer
time required to elect a majority of a classified board of directors helps to
ensure continuity and stability of the Company's management and policies.

ISSUANCE OF PREFERRED STOCK

     The Board of Directors of the Company, without shareholder approval, has
the authority to reclassify authorized but unissued common stock as preferred
stock and to issue preferred stock. Such stock could be issued with voting,
conversion or other rights designed to have an anti-takeover effect.

MARYLAND CORPORATE LAW

     The Company is subject to the Maryland Business Combination Statute and the
Control Share Acquisition Statute, as defined below. The partial summary of the
foregoing statutes contained in this prospectus is not intended to be complete
and reference is made to the full text of such states for their entire terms.

     BUSINESS COMBINATION STATUTE.  Certain provisions of the Maryland Law
establish special requirements with respect to "business combinations" between
Maryland corporations and "interested shareholders" unless exemptions are
applicable (the "Business Combination Statute"). Among other things, the
Business Combination Statute prohibits for a period of five years a merger or
other specified transactions between a company and an interested shareholder and
requires a super majority vote for such transactions after the end of such
five-year period.

     "Interested shareholders" are all persons owning beneficially, directly or
indirectly, 10% or more of the outstanding voting stock of a Maryland
corporation. "Business combinations" include certain mergers or similar
transactions subject to a statutory vote and additional transactions involving
transfer of assets or securities in specified amounts to interested shareholders
or their affiliates.

     Unless an exemption is available, a "business combination" may not be
consummated between a Maryland corporation and an interested shareholder or its
affiliates for a period of five years after the date on which the shareholder
first became an interested shareholder and thereafter may not be consummated
unless recommended by the board of directors of the Maryland corporation and
approved by the affirmative vote of at least 80% of the votes entitled to be
cast by all holders of outstanding shares of voting stock and 66 2/3% of the
votes entitled to be cast by all holders of outstanding shares of voting stock
other than the interested shareholder or its affiliates or associates, unless,
among other things, the corporation's shareholders receive a minimum price (as
defined in the Business Combination Statute) for their shares and the
consideration is received in cash or in the same form as previously paid by the
interested shareholder for its shares.

                                        66
   77

     A business combination with an interested shareholder which is approved by
the board of directors of a Maryland corporation at any time before an
interested shareholder first becomes an interested shareholder is not subject to
the five-year moratorium or special voting requirements. An amendment to a
Maryland corporation charter electing not to be subject to the foregoing
requirements must be approved by the affirmative vote of at least 80% of the
votes entitled to be cast by all holders of outstanding shares of voting stock
and 66 2/3% of the votes entitled to be cast by holders of outstanding shares of
voting stock who are not interested shareholders. Any such amendment is not
effective until 18 months after the vote of shareholders and does not apply to
any business combination of a corporation with a shareholder who became an
interested shareholder on or prior to the date of such vote.

     CONTROL SHARE ACQUISITION STATUTE.  The Maryland Law imposes limitations on
the voting rights of shares acquired in a "control share acquisition." The
control share statute defines a "control share acquisition" to mean the
acquisition, directly or indirectly, of "control shares" subject to certain
exceptions. "Control shares" of a Maryland corporation are defined to be voting
shares of stock which, if aggregated with all other shares of stock previously
acquired by the acquiror, would entitle the acquiror to exercise voting power in
electing directors with one of the following ranges of voting power:

     (1) one-fifth or more but not less than one-third;

     (2) one-third or more but less than a majority; or

     (3) a majority of all voting power.

     Control shares do not include shares which the acquiring person is entitled
to vote as a result of having previously obtained shareholder approval. Control
shares of a Maryland corporation acquired in a control share acquisition have no
voting rights except to the extent approved by a vote of two-thirds of the votes
entitled to be cast by shareholders in the election of directors, excluding
shares of stock as to which the acquiring person, officers of the corporation
and directors of the corporation who are employees of the corporation are
entitled to exercise or direct the exercise of the voting power of the shares in
the election of the directors.

     The control share statute also requires Maryland corporations to hold a
special meeting at the request of an actual or proposed control share acquiror
generally within 50 days after a request is made with the submission of an
"acquiring person statement," but only if the acquiring person:

     (1) gives a written undertaking and, if required by the directors of the
         issuing corporation, posts a bond for the cost of the meeting; and

     (2) submits definitive financing agreements for the acquisition of the
         control shares to the extent that financing is not provided by the
         acquiring person.

     In addition, unless the issuing corporation's charter or bylaws provide
otherwise, the control share statute provides that the issuing corporation,
within certain time limitations, shall have the right to redeem control shares
(except those for which voting rights have previously been approved) for "fair
value" as determined pursuant to the control share statue in the event:

     (1) there is a shareholder vote and the grant of voting rights is not
         approved; or

     (2) an "acquiring person statement" is not delivered to the target within
         10 days following a control share acquisition.

                                        67
   78

     Moreover, unless the issuing corporation's charter or bylaws provide
otherwise, the control share statute provides that if, before a control share
acquisition occurs, voting rights are accorded to control shares which result in
the acquiring person having majority voting power, then all shareholders other
than the acquiring person have appraisal rights as provided under the Maryland
Law. An acquisition of shares may be exempted from the control share statute
provided that a charter or bylaw provision is adopted for such purpose prior to
the control share acquisition by any person with respect to the Company. The
control share acquisition statute does not apply to shares acquired in a merger,
consolidation or share exchange to which the corporation is a party.

REGULATORY RESTRICTIONS

     Allied Investment, a wholly owned subsidiary, is an SBIC. The SBA
prohibits, without prior SBA approval, a "change of control" or transfers which
would result in any person (or group of persons acting in concert) owning 10% or
more of any class of capital stock of an SBIC. A "change of control" is any
event which would result in a transfer of the power, direct or indirect, to
direct the management and policies of an SBIC, whether through ownership,
contractual arrangements or otherwise.

                              PLAN OF DISTRIBUTION

     We may offer, from time to time, up to $310,500,000 of our Securities. We
may sell the Securities through underwriters or dealers, directly to one or more
purchasers, through agents or through a combination of any such methods of sale.
Any underwriter or agent involved in the offer and sale of the Securities will
be named in the applicable prospectus supplement.

     The distribution of the Securities may be effected from time to time in one
or more transactions at a fixed price or prices, which may be changed, at
prevailing market prices at the time of sale, at prices related to such
prevailing market prices, or at negotiated prices, provided, however, that in
the case of common stock, the offering price per share, less any underwriting
commissions or discounts, must equal or exceed the net asset value ("NAV") per
share of our common stock at the time of the offering.

     In connection with the sale of the Securities, underwriters or agents may
receive compensation from the Company or from purchasers of the Securities, for
whom they may act as agents, in the form of discounts, concessions or
commissions. Underwriters may sell the Securities to or through dealers and such
dealers may receive compensation in the form of discounts, concessions or
commissions from the underwriters and/or commissions from the purchasers for
whom they may act as agents. Underwriters, dealers and agents that participate
in the distribution of the Securities may be deemed to be underwriters under the
Securities Act, and any discounts and commissions they receive from the Company
and any profit realized by them on the resale of the Securities may be deemed to
be underwriting discounts and commissions under the Securities Act. Any such
underwriter or agent will be identified and any such compensation received from
the Company will be described in the applicable prospectus supplement.

     Any common stock sold pursuant to a prospectus supplement will be quoted on
the Nasdaq National Market, or another exchange on which the common stock is
traded.

     Under agreements into which the Company may enter, underwriters, dealers
and agents who participate in the distribution of the Securities may be entitled
to indemnification by the Company against certain liabilities, including
liabilities under the Securities Act. Underwriters, dealers and agents may
engage in transactions with, or perform services for, the Company in the
ordinary course of business.

                                        68
   79

     If so indicated in the applicable prospectus supplement, the Company will
authorize underwriters or other persons acting as the Company's agents to
solicit offers by certain institutions to purchase the Securities from the
Company pursuant to contracts providing for payment and delivery on a future
date. Institutions with which such contracts may be made include commercial and
savings banks, insurance companies, pension funds, investment companies,
educational and charitable institutions and others, but in all cases such
institutions must be approved by the Company. The obligations of any purchaser
under any such contract will be subject to the condition that the purchase of
the Securities shall not at the time of delivery be prohibited under the laws of
the jurisdiction to which such purchaser is subject. The underwriters and such
other agents will not have any responsibility in respect of the validity or
performance of such contracts. Such contracts will be subject only to those
conditions set forth in the prospectus supplement, and the prospectus supplement
will set forth the commission payable for solicitation of such contracts.

     In order to comply with the securities laws of certain states, if
applicable, the Securities offered hereby will be sold in such jurisdictions
only through registered or licensed brokers or dealers. In addition, in certain
states, the Securities may not be sold unless they have been registered or
qualified for sale in the applicable state or an exemption from the registration
or qualification requirement is available and is complied with.

                                 LEGAL MATTERS

     The legality of the Securities offered hereby will be passed upon for the
Company by Sutherland Asbill & Brennan LLP, Washington, D.C. Certain legal
matters will be passed upon for underwriters, if any, by the counsel named in
the prospectus supplement.

                SAFEKEEPING, TRANSFER AND DIVIDEND PAYING AGENT
                                 AND REGISTRAR

     The Company's and its subsidiaries' investments are held in safekeeping by
Riggs Bank, N.A. at 808 17th Street, N.W., Washington, D.C. 20006. LaSalle
National Bank, located at 25 Northwest Point Boulevard, Suite 800, Elk Grove
Village, Illinois 60007, serves as trustee with respect to assets of the Company
held for securitization purposes. American Stock Transfer and Trust Company, 59
Maiden Lane, New York, New York 10038 acts as the Company's transfer, dividend
paying and reinvestment plan agent and registrar.

                         INDEPENDENT PUBLIC ACCOUNTANTS

     The financial statements included in this prospectus and elsewhere in the
registration statement to the extent and for the periods indicated in their
report have been audited by Arthur Andersen LLP, independent public accountants,
and is included herein in reliance upon the authority of said firm as experts in
giving said report.

                                        69
   80

                              TABLE OF CONTENTS OF
                      STATEMENT OF ADDITIONAL INFORMATION


                                                           
General Information and History.............................   B-2
Investment Objective and Policies...........................   B-2
Management..................................................   B-2
     Compensation of Executive Officers and Directors.......   B-2
     Compensation of Directors..............................   B-3
     Stock Option Awards....................................   B-3
     Formula Award and Cut-off Award........................   B-5
     Committees of the Board of Directors...................   B-5
Control Persons and Principal Holders of Securities.........   B-6
Investment Advisory Services................................   B-7
Safekeeping, Transfer and Dividend Paying Agent and
  Registrar.................................................   B-7
Brokerage Allocation and Other Practices....................   B-7


                                        70
   81

                  ALLIED CAPITAL CORPORATION AND SUBSIDIARIES
                       CONSOLIDATED FINANCIAL STATEMENTS

                         INDEX TO FINANCIAL STATEMENTS



                                                              PAGE
                                                              ----
                                                           
Consolidated Balance Sheet -- December 31, 2000 and 1999....  F-1
Consolidated Statement of Operations -- For the Years Ended
  December 31, 2000, 1999
  and 1998..................................................  F-2
Consolidated Statement of Changes in Net Assets -- For the
  Years Ended December 31, 2000, 1999 and 1998..............  F-3
Consolidated Statement of Cash Flows -- For the Years Ended
  December 31, 2000, 1999 and 1998..........................  F-4
Consolidated Statement of Investments -- December 31,
  2000......................................................  F-5
Notes to Consolidated Financial Statements..................  F-13
Report of Independent Public Accountants....................  F-35


                                        71
   82

                  ALLIED CAPITAL CORPORATION AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEET



                                                                     DECEMBER 31,
                                                              --------------------------
                                                                  2000           1999
       (IN THOUSANDS, EXCEPT NUMBER OF SHARE AMOUNTS)         -------------   ----------
                                                                        
                                         ASSETS
Portfolio at value:
      Private finance (cost: 2000-$1,262,529;
       1999-$639,171).......................................   $1,282,467     $  647,040
      Commercial real estate finance (cost: 2000-$503,366;
       1999-$522,022).......................................      505,534        520,029
      Small business finance (cost: 2000-$0;
       1999-$61,708)........................................           --         61,428
                                                               ----------     ----------
          Total portfolio at value..........................    1,788,001      1,228,497
                                                               ----------     ----------
Cash and cash equivalents...................................        2,449         18,155
Other assets................................................       63,367         43,386
                                                               ----------     ----------
          Total assets......................................   $1,853,817     $1,290,038
                                                               ==========     ==========
                          LIABILITIES AND SHAREHOLDERS' EQUITY
Liabilities:
      Notes payable and debentures..........................   $  704,648     $  487,350
      Revolving credit facilities...........................       82,000        105,500
      Accounts payable and other liabilities................       30,477         22,675
                                                               ----------     ----------
          Total liabilities.................................      817,125        615,525
                                                               ----------     ----------
Commitments and Contingencies
Preferred stock.............................................        7,000          7,000
Shareholders' equity:
      Common stock, $0.0001 par value, 200,000,000 shares
       authorized; 85,291,696 and 65,930,360 issued and
       outstanding at December 31, 2000 and 1999,
       respectively.........................................            9              7
      Additional paid-in capital............................    1,043,653        699,148
      Common stock held in deferred compensation trust
       (234,977 shares and 516,779 shares at December 31,
       2000 and 1999, respectively).........................           --         (6,218)
      Notes receivable from sale of common stock............      (25,083)       (29,461)
      Net unrealized appreciation on portfolio..............       19,378          4,517
      Distributions in excess of earnings...................       (8,265)          (480)
                                                               ----------     ----------
          Total shareholders' equity........................    1,029,692        667,513
                                                               ----------     ----------
          Total liabilities and shareholders' equity........   $1,853,817     $1,290,038
                                                               ==========     ==========


  The accompanying notes are an integral part of these consolidated financial
                                  statements.
                                       F-1
   83

                  ALLIED CAPITAL CORPORATION AND SUBSIDIARIES
                      CONSOLIDATED STATEMENT OF OPERATIONS



                                                                    FOR THE YEARS ENDED
                                                                        DECEMBER 31,
                                                               ------------------------------
                                                                 2000       1999       1998
          (IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)             --------   --------   --------
                                                                            
Interest and related portfolio income:
      Interest and dividends................................   $182,307   $121,112   $ 80,281
      Premiums from loan dispositions.......................     16,138     14,284      5,949
      Post-Merger gain on securitization of commercial
        mortgage loans......................................         --         --     14,812
      Investment advisory fees and other income.............     13,144      5,744      5,696
                                                               --------   --------   --------
          Total interest and related portfolio income.......    211,589    141,140    106,738
                                                               --------   --------   --------
Expenses:
      Interest..............................................     57,412     34,860     20,694
      Employee..............................................     19,842     16,136     11,829
      Administrative........................................     15,435     12,350     11,921
                                                               --------   --------   --------
          Total operating expenses..........................     92,689     63,346     44,444
                                                               --------   --------   --------
      Formula and cut-off awards............................      6,183      6,753      7,049
                                                               --------   --------   --------
Net operating income before net realized and unrealized
  gains.....................................................    112,717     71,041     55,245
                                                               --------   --------   --------
Net realized and unrealized gains:
      Net realized gains....................................     15,523     25,391     22,541
      Net unrealized gains..................................     14,861      2,138      1,079
                                                               --------   --------   --------
          Total net realized and unrealized gains...........     30,384     27,529     23,620
                                                               --------   --------   --------
Net income before income taxes..............................    143,101     98,570     78,865
                                                               --------   --------   --------
Income tax expense..........................................         --         --        787
                                                               --------   --------   --------
Net increase in net assets resulting from operations........   $143,101   $ 98,570   $ 78,078
                                                               ========   ========   ========
Basic earnings per common share.............................   $   1.95   $   1.64   $   1.50
                                                               ========   ========   ========
Diluted earnings per common share...........................   $   1.94   $   1.64   $   1.50
                                                               ========   ========   ========
Weighted average common shares
  outstanding -- basic......................................     73,165     59,877     51,941
                                                               ========   ========   ========
Weighted average common shares
  outstanding -- diluted....................................     73,472     60,044     51,974
                                                               ========   ========   ========


  The accompanying notes are an integral part of these consolidated financial
                                  statements.
                                       F-2
   84

                  ALLIED CAPITAL CORPORATION AND SUBSIDIARIES

                CONSOLIDATED STATEMENT OF CHANGES IN NET ASSETS



                                                            FOR THE YEARS ENDED DECEMBER 31,
                                                            --------------------------------
                                                               2000        1999       1998
         (IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)           ----------   --------   --------
                                                                           
Operations:
     Net operating income before realized and unrealized
       gains..............................................  $  112,717   $ 71,041   $ 55,245
     Net realized gains...................................      15,523     25,391     22,541
     Net unrealized gains.................................      14,861      2,138      1,079
     Income tax expense...................................          --         --       (787)
                                                            ----------   --------   --------
          Net increase in net assets resulting from
             operations...................................     143,101     98,570     78,078
                                                            ----------   --------   --------
Shareholder distributions:
     Common stock dividends...............................    (135,795)   (97,941)   (75,087)
     Preferred stock dividends............................        (230)      (230)      (230)
                                                            ----------   --------   --------
          Net decrease in net assets resulting from
             shareholder distributions....................    (136,025)   (98,171)   (75,317)
                                                            ----------   --------   --------
Capital share transactions:
     Sale of common stock.................................     250,912    164,269     69,675
     Issuance of common stock for portfolio investments...      86,076         --         --
     Issuance of common stock upon the exercise of stock
       options............................................       3,309      5,920        221
     Issuance of common stock in lieu of cash
       distributions......................................       4,773      4,610      6,184
     Net decrease (increase) in notes receivable from sale
       of common stock....................................       4,378     (5,725)     5,576
     Net decrease (increase) in common stock held in
       deferred compensation trust........................       6,218      6,972    (13,190)
     Other................................................        (563)      (290)        71
                                                            ----------   --------   --------
          Net increase in net assets resulting from
             capital share transactions...................     355,103    175,756     68,537
                                                            ----------   --------   --------
          Total increase in net assets....................  $  362,179   $176,155   $ 71,298
                                                            ==========   ========   ========
Net assets at beginning of year...........................  $  667,513   $491,358   $420,060
                                                            ----------   --------   --------
Net assets at end of year.................................  $1,029,692   $667,513   $491,358
                                                            ----------   --------   --------
Net asset value per common share..........................  $    12.11   $  10.20   $   8.79
                                                            ----------   --------   --------
Common shares outstanding at end of year..................      85,057     65,414     55,919
                                                            ==========   ========   ========


  The accompanying notes are an integral part of these consolidated financial
                                  statements.
                                       F-3
   85

                  ALLIED CAPITAL CORPORATION AND SUBSIDIARIES
                      CONSOLIDATED STATEMENT OF CASH FLOWS



                                                          FOR THE YEARS ENDED DECEMBER 31,
                                                          ---------------------------------
                                                            2000        1999        1998
                     (IN THOUSANDS)                       ---------   ---------   ---------
                                                                         
Cash flows from operating activities:
  Net increase in net assets resulting from
     operations.........................................  $ 143,101   $  98,570   $  78,078
  Adjustments
     Net unrealized gains...............................    (14,861)     (2,138)     (1,079)
     Post-Merger gain on securitization of commercial
       mortgages........................................         --          --     (14,812)
     Depreciation and amortization......................        925         788         702
     Amortization of loan discounts and fees............    (10,101)    (10,674)     (6,032)
     Changes in other assets and liabilities............      2,036      (8,712)     11,998
                                                          ---------   ---------   ---------
       Net cash provided by operating
          activities....................................    121,100      77,834      68,855
                                                          ---------   ---------   ---------
Cash flows from investing activities:
  Portfolio investments.................................   (889,251)   (751,871)   (524,530)
  Repayments of investment principal....................    154,112     145,706     138,081
  Proceeds from loan sales..............................    280,244     198,368      81,013
  Proceeds from securitization of commercial
     mortgages..........................................         --          --     223,401
  Net redemption of U.S. government securities..........         --          --      11,091
  Other investing activities............................      1,417      (1,754)     (2,539)
                                                          ---------   ---------   ---------
       Net cash used in investing activities............   (453,478)   (409,551)    (73,483)
                                                          ---------   ---------   ---------
Cash flows from financing activities:
  Sale of common stock..................................    250,912     164,269      69,896
  Purchase of common stock by deferred compensation
     trust..............................................         --          --     (19,431)
  Collections of notes receivable from sale of common
     stock..............................................      6,363         195       5,591
  Common dividends and distributions paid...............   (131,022)    (95,031)    (69,536)
  Special undistributed earnings distribution paid......         --          --      (8,848)
  Preferred stock dividends paid........................       (230)       (230)       (450)
  Net borrowings under (payments on) notes payable and
     debentures.........................................    217,298     254,000     (69,471)
  Net borrowings under (payments on) revolving lines of
     credit.............................................    (23,500)      4,500      56,158
  Other financing activities............................     (3,149)     (2,906)     (4,643)
                                                          ---------   ---------   ---------
       Net cash provided by (used in) financing
          activities....................................    316,672     324,797     (40,734)
                                                          ---------   ---------   ---------
Net decrease in cash and cash equivalents...............  $ (15,706)  $  (6,920)  $ (45,362)
                                                          ---------   ---------   ---------
Cash and cash equivalents at beginning of year..........  $  18,155   $  25,075   $  70,437
                                                          ---------   ---------   ---------
Cash and cash equivalents at end of year................  $   2,449   $  18,155   $  25,075
                                                          =========   =========   =========


  The accompanying notes are an integral part of these consolidated financial
                                  statements.

                                       F-4
   86

                  ALLIED CAPITAL CORPORATION AND SUBSIDIARIES
                     CONSOLIDATED STATEMENT OF INVESTMENTS



            PRIVATE FINANCE                                                                DECEMBER 31, 2000
           PORTFOLIO COMPANY                                                            -----------------------
(IN THOUSANDS, EXCEPT NUMBER OF SHARES)                  INVESTMENT(2)                     COST        VALUE
---------------------------------------  ---------------------------------------------  ----------   ----------
                                                                                            
Ability One Corporation                  Loans                                          $    9,974   $    9,974
---------------------------------------------------------------------------------------------------------------
ACE Products, Inc.                       Loans                                              14,276       14,276
---------------------------------------------------------------------------------------------------------------
Acme Paging, L.P.                        Debt Securities                                     6,984        6,984
                                         Limited Partnership Interest                        1,456           --
---------------------------------------------------------------------------------------------------------------
Allied Office Products, Inc.             Debt Securities                                     9,360        9,360
                                         Warrants                                              629          629
---------------------------------------------------------------------------------------------------------------
American Barbecue & Grill, Inc.          Warrants                                              125           --
---------------------------------------------------------------------------------------------------------------
American Home Care Supply,               Debt Securities                                     6,853        6,853
  LLC                                    Warrants                                              579          579
---------------------------------------------------------------------------------------------------------------
Aspen Pet Products, Inc.                 Loans                                              13,862       13,862
                                         Series A Preferred Stock (1,860 shares)             1,860        1,860
                                         Series A Common Stock (1,400 shares)                  140          140
---------------------------------------------------------------------------------------------------------------
ASW Holding Corporation                  Warrants                                               25           25
---------------------------------------------------------------------------------------------------------------
Aurora Communications, LLC               Loans                                              14,410       14,410
                                         Equity Interest                                     1,500        3,347
---------------------------------------------------------------------------------------------------------------
Avborne, Inc.                            Debt Securities                                    12,255       12,255
                                         Warrants                                            1,180        1,180
---------------------------------------------------------------------------------------------------------------
Bakery Chef, Inc.                        Loans                                              15,899       15,899
---------------------------------------------------------------------------------------------------------------
Border Foods, Inc.                       Debt Securities                                     9,904        9,904
                                         Series A Convertible Preferred Stock
                                         (50,919 shares)                                     2,000        2,000
                                         Warrants                                               --           --
---------------------------------------------------------------------------------------------------------------
Business Loan Express, Inc.              Debt Securities                                    74,465       74,465
                                         Preferred Stock (25,111 shares)                    25,111       25,111
                                         Common Stock (25,503,043 shares)                  104,504      104,504
---------------------------------------------------------------------------------------------------------------
Camden Partners Strategic Fund II, L.P.  Limited Partnership Interest                          613          613
---------------------------------------------------------------------------------------------------------------
CampGroup, LLC                           Debt Securities                                     2,579        2,579
                                         Warrants                                              220          220
---------------------------------------------------------------------------------------------------------------
Candlewood Hotel Company (1)             Preferred Stock (3,250 shares)                      3,250        3,250
---------------------------------------------------------------------------------------------------------------
Celebrities, Inc.                        Loan                                                  277          277
                                         Warrants                                               12          312
---------------------------------------------------------------------------------------------------------------
Colibri Holding Corporation              Loans                                               3,438        3,438
                                         Common Stock (3,362 shares)                         1,250        1,250
                                         Warrants                                              290          290
---------------------------------------------------------------------------------------------------------------
Component Hardware Group                 Debt Securities                                    10,302       10,302
                                         Class A Preferred Stock (18,000 shares)             1,800        1,800
                                         Common Stock (2,000 shares)                           200          200
---------------------------------------------------------------------------------------------------------------
Convenience Corporation of               Debt Securities                                     8,355        2,738
  America                                Series A Preferred Stock (31,521 shares)              334           --
                                         Warrants                                               --           --
---------------------------------------------------------------------------------------------------------------



 
(1) Public company.
(2) Common stock, preferred stock, warrants, options and equity interests are generally non-income
    producing and restricted.


  The accompanying notes are an integral part of these consolidated financial
                                  statements.

                                       F-5
   87



            PRIVATE FINANCE                                                                DECEMBER 31, 2000
           PORTFOLIO COMPANY                                                            -----------------------
(IN THOUSANDS, EXCEPT NUMBER OF SHARES)                  INVESTMENT(2)                     COST        VALUE
---------------------------------------  ---------------------------------------------  ----------   ----------
                                                                                            
Cooper Natural Resources, Inc.           Debt Securities                                $    3,424   $    3,424
                                         Warrants                                               --           --
---------------------------------------------------------------------------------------------------------------
CorrFlex Graphics, LLC                   Loan                                                6,952        6,952
                                         Debt Securities                                     4,954        4,954
                                         Warrants                                               --          500
                                         Options                                                --           --
---------------------------------------------------------------------------------------------------------------
Cosmetic Manufacturing                   Loan                                                  120          120
  Resources, LLC                         Debt Securities                                     5,848        5,848
                                         Options                                                87           87
---------------------------------------------------------------------------------------------------------------
Coverall North America, Inc.             Loan                                                9,692        9,692
                                         Debt Securities                                     4,965        4,965
                                         Warrants                                               --           --
---------------------------------------------------------------------------------------------------------------
Csabai Canning Factory Rt.               Hungarian Quotas (9.2%)                               700           --
---------------------------------------------------------------------------------------------------------------
CTT Holdings                             Loan                                                1,224        1,224
---------------------------------------------------------------------------------------------------------------
CyberRep.coM                             Loan                                                  949          949
                                         Debt Securities                                    10,295       10,295
                                         Warrants                                              660        1,310
---------------------------------------------------------------------------------------------------------------
Directory Investment Corporation         Common Stock (470 shares)                             100           20
---------------------------------------------------------------------------------------------------------------
Directory Lending Corporation            Series A Common Stock (34 shares)                      --           --
                                         Series B Common Stock (6 shares)                        8           --
                                         Series C Common Stock (10 shares)                      22           --
---------------------------------------------------------------------------------------------------------------
Drilltec Patents & Technologies          Loan                                               10,918        8,762
  Company, Inc.                          Debt Securities                                     1,500        1,500
                                         Warrants                                               --           --
---------------------------------------------------------------------------------------------------------------
eCentury Capital Partners, L.P.          Limited Partnership Interest                        1,875        1,875
---------------------------------------------------------------------------------------------------------------
EDM Consulting, LLC                      Debt Securities                                     1,875          343
                                         Common Stock (100 shares)                             250           --
---------------------------------------------------------------------------------------------------------------
El Dorado Communications, Inc.           Loans                                                 306          306
---------------------------------------------------------------------------------------------------------------
Elexis Beta GmbH                         Options                                               424          424
---------------------------------------------------------------------------------------------------------------
Eparfin S.A.                             Loan                                                   29           29
---------------------------------------------------------------------------------------------------------------
Esquire Communications Ltd. (1)          Warrants                                                6           --
---------------------------------------------------------------------------------------------------------------
E-Talk Corporation                       Debt Securities                                     8,804        8,804
                                         Warrants                                            1,157        1,157
---------------------------------------------------------------------------------------------------------------
Ex Terra Credit Recovery, Inc.           Series A Preferred Stock (500 shares)                 594          344
                                         Common Stock (2,500 shares)                            --           --
                                         Warrants                                               --           --
---------------------------------------------------------------------------------------------------------------
Executive Greetings, Inc.                Debt Securities                                    15,880       15,880
                                         Warrants                                              360          360
---------------------------------------------------------------------------------------------------------------
Fairchild Industrial Products            Debt Securities                                     5,810        5,810
  Company                                Warrants                                              280        3,628
---------------------------------------------------------------------------------------------------------------
FTI Consulting, Inc. (1)                 Warrants                                              970        2,554
---------------------------------------------------------------------------------------------------------------
Galaxy American                          Debt Securities                                    33,399       33,399
  Communications, LLC                    Warrants                                              500        1,250
---------------------------------------------------------------------------------------------------------------



 
(1) Public company.
(2) Common stock, preferred stock, warrants, options and equity interests are generally non-income
    producing and restricted.


  The accompanying notes are an integral part of these consolidated financial
                                  statements.

                                       F-6
   88



            PRIVATE FINANCE                                                                DECEMBER 31, 2000
           PORTFOLIO COMPANY                                                            -----------------------
(IN THOUSANDS, EXCEPT NUMBER OF SHARES)                  INVESTMENT(2)                     COST        VALUE
---------------------------------------  ---------------------------------------------  ----------   ----------
                                                                                            
Garden Ridge Corporation                 Debt Securities                                $   26,537   $   26,537
                                         Preferred Stock (1,130 shares)                      1,130        1,130
                                         Common Stock (471 shares)                             613          613
---------------------------------------------------------------------------------------------------------------
Genesis Worldwide, Inc. (1)              Loan                                                1,067        1,067
---------------------------------------------------------------------------------------------------------------
Gibson Guitar Corporation                Debt Securities                                    16,441       16,441
                                         Warrants                                              525        1,525
---------------------------------------------------------------------------------------------------------------
Ginsey Industries, Inc.                  Loans                                               5,000        5,000
                                         Convertible Debentures                                500          500
                                         Warrants                                               --          154
---------------------------------------------------------------------------------------------------------------
Global Communications, LLC               Debt Securities                                    12,732       12,732
                                         Equity Interest                                    10,467       10,467
                                         Options                                             1,639        1,639
---------------------------------------------------------------------------------------------------------------
Global Vacation Group, Inc.              Debt Securities                                     5,688        5,688
---------------------------------------------------------------------------------------------------------------
Grant Broadcasting Systems II            Warrants                                               87        5,976
---------------------------------------------------------------------------------------------------------------
Grant Television, Inc.                   Equity Interest                                       660          660
---------------------------------------------------------------------------------------------------------------
Grotech Partners, VI, L.P.               Limited Partnership Interest                          869          869
---------------------------------------------------------------------------------------------------------------
The Hartz Mountain Corporation           Debt Securities                                    27,162       27,162
                                         Common Stock (200,000 shares)                       2,000        2,000
                                         Warrants                                            2,613        2,613
---------------------------------------------------------------------------------------------------------------
HealthASPex, Inc.                        Series A Convertible Preferred Stock
                                         (396,908 shares)                                    1,340        1,340
                                         Series A Preferred Stock
                                         (225,112 shares)                                      760          760
                                         Common Stock (1,036,700 shares)                        --           --
---------------------------------------------------------------------------------------------------------------
HMT, Inc.                                Debt Securities                                     9,956        9,956
                                         Common Stock (300,000 shares)                       3,000        3,000
                                         Warrants                                               --           --
---------------------------------------------------------------------------------------------------------------
Hotelevision, Inc.                       Preferred Stock (315,100 shares)                      315          315
---------------------------------------------------------------------------------------------------------------
Icon International, Inc.                 Class A Common Stock (12,114 shares)                1,142        1,423
                                         Class C Common Stock (25,707 shares)                   76           95
---------------------------------------------------------------------------------------------------------------
Impact Innovations Group                 Debt Securities                                     6,367        6,367
                                         Warrants                                            1,674        1,674
---------------------------------------------------------------------------------------------------------------
Intellirisk Management Corporation       Loans                                              21,449       21,449
---------------------------------------------------------------------------------------------------------------
International Fiber Corporation          Debt Securities                                    21,626       21,626
                                         Common Stock (1,029,068 shares)                     5,483        5,483
                                         Warrants                                              550          550
---------------------------------------------------------------------------------------------------------------
iSolve Incorporated                      Series A Preferred Stock (14,853 shares)              874          874
                                         Common Stock (13,306 shares)                           14           14
---------------------------------------------------------------------------------------------------------------
Jakel, Inc.                              Loan                                               19,236       19,236
---------------------------------------------------------------------------------------------------------------
JRI Industries, Inc.                     Debt Securities                                     1,953        1,953
                                         Warrants                                               74           74
---------------------------------------------------------------------------------------------------------------



 
(1) Public company.
(2) Common stock, preferred stock, warrants, options and equity interests are generally non-income
    producing and restricted.


  The accompanying notes are an integral part of these consolidated financial
                                  statements.

                                       F-7
   89



            PRIVATE FINANCE                                                                DECEMBER 31, 2000
           PORTFOLIO COMPANY                                                            -----------------------
(IN THOUSANDS, EXCEPT NUMBER OF SHARES)                  INVESTMENT(2)                     COST        VALUE
---------------------------------------  ---------------------------------------------  ----------   ----------
                                                                                            
Julius Koch USA, Inc.                    Debt Securities                                $    2,294   $    2,294
                                         Warrants                                              259        6,500
---------------------------------------------------------------------------------------------------------------
Kirker Enterprises, Inc.                 Warrants                                              348        4,493
                                         Equity Interest                                         4           11
---------------------------------------------------------------------------------------------------------------
Kirkland's, Inc.                         Debt Securities                                     6,347        6,347
                                         Preferred Stock (917 shares)                          412          412
                                         Warrants                                               96           96
---------------------------------------------------------------------------------------------------------------
Kyrus Corporation                        Debt Securities                                     7,734        7,734
                                         Warrants                                              348          348
---------------------------------------------------------------------------------------------------------------
Liberty-Pittsburgh Systems, Inc.         Debt Securities                                     3,475        3,475
                                         Common Stock (64,535 shares)                          142          142
---------------------------------------------------------------------------------------------------------------
The Loewen Group, Inc. (1)               High-Yield Senior Secured Debt                     15,150       14,150
---------------------------------------------------------------------------------------------------------------
Logic Bay Corporation                    Preferred Stock (1,131,222 shares)                  5,000        5,000
---------------------------------------------------------------------------------------------------------------
Love Funding Corporation                 Series D Preferred
                                         Stock (26,000 shares)                                 359          213
---------------------------------------------------------------------------------------------------------------
Master Plan, Inc.                        Loan                                                2,000        2,000
                                         Common Stock (156 shares)                              42        3,042
---------------------------------------------------------------------------------------------------------------
MedAssets.com, Inc.                      Series B Convertible
                                         Preferred Stock (227,665 shares)                    2,049        2,049
                                         Warrants                                              136          136
---------------------------------------------------------------------------------------------------------------
Mid-Atlantic Venture Fund IV, L.P.       Limited Partnership Interest                        2,475        2,475
---------------------------------------------------------------------------------------------------------------
Midview Associates, L.P.                 Warrants                                               --           --
---------------------------------------------------------------------------------------------------------------
Monitoring Solutions, Inc.               Debt Securities                                     1,823          243
                                         Common Stock (33,333 shares)                           --           --
                                         Warrants                                               --           --
---------------------------------------------------------------------------------------------------------------
MortgageRamp.com, Inc.                   Class A Common Stock (800,000 shares)               4,000        4,000
---------------------------------------------------------------------------------------------------------------
Morton Grove                             Loan                                               15,356       15,356
  Pharmaceuticals, Inc.                  Redeemable Convertible Preferred Stock
                                           (106,947 shares)                                  5,000        8,500
---------------------------------------------------------------------------------------------------------------
MVL Group                                Debt Securities                                    14,124       14,124
                                         Warrants                                              643        1,912
---------------------------------------------------------------------------------------------------------------
NETtel Communications, Inc.              Debt Securities                                    13,472       13,472
---------------------------------------------------------------------------------------------------------------
Nobel Learning Communities,              Debt Securities                                     9,571        9,571
  Inc. (1)                               Series D Convertible
                                         Preferred Stock (265,957 shares)                    2,000        2,000
                                         Warrants                                              575          500
---------------------------------------------------------------------------------------------------------------
North American                           Loans                                               1,390          811
  Archery, LLC                           Convertible Debentures                              2,248        1,996
---------------------------------------------------------------------------------------------------------------
Northeast Broadcasting Group, L.P.       Debt Securities                                       349          349
---------------------------------------------------------------------------------------------------------------
Nursefinders, Inc.                       Debt Securities                                    11,006       11,006
                                         Warrants                                              900          900
---------------------------------------------------------------------------------------------------------------



 
(1) Public company.
(2) Common stock, preferred stock, warrants, options and equity interests are generally non-income
    producing and restricted.


  The accompanying notes are an integral part of these consolidated financial
                                  statements.

                                       F-8
   90



            PRIVATE FINANCE                                                                DECEMBER 31, 2000
           PORTFOLIO COMPANY                                                            -----------------------
(IN THOUSANDS, EXCEPT NUMBER OF SHARES)                  INVESTMENT(2)                     COST        VALUE
---------------------------------------  ---------------------------------------------  ----------   ----------
                                                                                            
Old Mill Holdings, Inc.                  Debt Securities                                $      140           --
---------------------------------------------------------------------------------------------------------------
Onyx Television GmbH                     Common Stock (600,000 shares)                         200   $      200
---------------------------------------------------------------------------------------------------------------
Opinion Research Corporation (1)         Debt Securities                                    14,033       14,033
                                         Warrants                                              996          996
---------------------------------------------------------------------------------------------------------------
Oriental Trading Company, Inc.           Debt Securities                                    12,456       12,456
                                         Loan                                                  128          128
                                         Preferred Equity Interest                           1,483        1,483
                                         Common Equity Interest                                 17           17
                                         Warrants                                               --           --
---------------------------------------------------------------------------------------------------------------
Outsource Partners, Inc.                 Debt Securities                                    23,853       23,853
                                         Warrants                                              826          826
---------------------------------------------------------------------------------------------------------------
Packaging Advantage Corporation          Debt Securities                                    11,497       11,497
                                         Common Stock (200,000 shares)                       2,000        2,000
                                         Warrants                                              963          963
---------------------------------------------------------------------------------------------------------------
PF.Net Communications, Inc.              Debt Securities                                    11,532       11,532
                                         Warrants                                            3,540        3,540
---------------------------------------------------------------------------------------------------------------
Physicians Specialty Corporation         Debt Securities                                    14,809       14,809
                                         Redeemable Preferred
                                         Stock (850 shares)                                    850           --
                                         Convertible Preferred
                                         Stock (97,411 shares)                                 150           --
                                         Warrants                                              476           --
---------------------------------------------------------------------------------------------------------------
Pico Products, Inc. (1)                  Loan                                                1,300        1,300
                                         Debt Securities                                     4,591        1,591
                                         Common Stock (208,000 shares)                          59           --
                                         Warrants                                               --           --
---------------------------------------------------------------------------------------------------------------
Polaris Pool Systems, Inc.               Debt Securities                                     6,483        6,483
                                         Warrants                                            1,050        1,050
---------------------------------------------------------------------------------------------------------------
Powell Plant Farms, Inc.                 Loan                                               15,707       15,707
---------------------------------------------------------------------------------------------------------------
Proeducation GmbH                        Loan                                                   40           40
---------------------------------------------------------------------------------------------------------------
Professional Paint, Inc.                 Debt Securities                                    20,000       20,000
                                         Preferred Stock (15,000 shares)                    15,000       15,000
                                         Common Stock (110,000 shares)                          69           69
---------------------------------------------------------------------------------------------------------------
Progressive International                Debt Securities                                     3,949        3,949
  Corporation                            Preferred Stock (500 shares)                          500          500
                                         Common Stock (197 shares)                              13           13
                                         Warrants                                               --           --
---------------------------------------------------------------------------------------------------------------
Schwinn Holdings Corporation             Debt Securities                                    10,367       10,367
                                         Warrants                                              395          395
---------------------------------------------------------------------------------------------------------------
Seasonal Expressions, Inc.               Series A Preferred
                                         Stock (1,000 shares)                                  500           --
---------------------------------------------------------------------------------------------------------------
Soff-Cut Holdings, Inc.                  Debt Securities                                     8,454        8,454
                                         Preferred Stock (300 shares)                          300          300
                                         Common Stock (2,000 shares)                           200          200
                                         Warrants                                              446          446
---------------------------------------------------------------------------------------------------------------



 
(1) Public company.
(2) Common stock, preferred stock, warrants, options and equity interests are generally non-income
    producing and restricted.


  The accompanying notes are an integral part of these consolidated financial
                                  statements.

                                       F-9
   91



            PRIVATE FINANCE                                                                DECEMBER 31, 2000
           PORTFOLIO COMPANY                                                            -----------------------
(IN THOUSANDS, EXCEPT NUMBER OF SHARES)                  INVESTMENT(2)                     COST        VALUE
---------------------------------------  ---------------------------------------------  ----------   ----------
                                                                                            
Southern Communications, LLC             Equity Interest                                $    9,779   $    9,779
---------------------------------------------------------------------------------------------------------------
Southwest PCS, LLC                       Loan                                                7,500        7,500
---------------------------------------------------------------------------------------------------------------
Southwest PCS, L.P.                      Debt Securities                                     6,518        7,435
---------------------------------------------------------------------------------------------------------------
Spa Lending Corporation                  Preferred Stock (28,625 shares)                       547          437
                                         Common Stock (6,208 shares)                            25           18
---------------------------------------------------------------------------------------------------------------
Staffing Partners Holding                Debt Securities                                     4,990        4,990
  Company, Inc.                          Series A Redeemable Preferred Stock (414,600
                                         shares)                                             2,073        2,073
                                         Class A1 Common Stock (1,000 shares)                    1            1
                                         Class A2 Common Stock (40,000 shares)                  40           40
                                         Class B Common Stock (9,200 shares)                     9            9
                                         Warrants                                               10           10
---------------------------------------------------------------------------------------------------------------
Startec Global Communications,           Debt Securities                                    20,200       20,200
  Corporation (1)                        Common Stock (258,064 shares)                       3,000        3,000
                                         Warrants                                               --           --
---------------------------------------------------------------------------------------------------------------
Sunsource Inc. (1)                       Debt Securities                                    29,850       29,850
                                         Warrants                                               --           --
---------------------------------------------------------------------------------------------------------------
SunStates Refrigerated Services,         Loans                                               6,062        4,573
  Inc.                                   Debt Securities                                     2,445        1,384
---------------------------------------------------------------------------------------------------------------
Sure-Tel, Inc.                           Loan                                                  207          207
                                         Preferred Stock (1,116,902 shares)                  4,558        4,558
                                         Warrants                                              662          662
                                         Options                                                --          900
---------------------------------------------------------------------------------------------------------------
Sydran Food Services II, L.P.            Debt Securities                                    12,973       12,973
---------------------------------------------------------------------------------------------------------------
Total Foam, Inc.                         Debt Securities                                       268          127
                                         Common Stock (910 shares)                              10           --
---------------------------------------------------------------------------------------------------------------
Tubbs Snowshoe Company, LLC              Debt Securities                                     3,899        3,899
                                         Warrants                                               54           54
                                         Equity Interests                                      500          500
---------------------------------------------------------------------------------------------------------------
United Pet Group                         Debt Securities                                     4,959        4,959
                                         Warrants                                               15           15
---------------------------------------------------------------------------------------------------------------
Venturehouse Group, LLC                  Common Equity Interest                                333          333
---------------------------------------------------------------------------------------------------------------
Walker Investment Fund II, LLLP          Limited Partnership Interest                          800          800
---------------------------------------------------------------------------------------------------------------
Warn Industries, Inc.                    Debt Securities                                    19,330       19,330
                                         Warrants                                            1,429        1,929
---------------------------------------------------------------------------------------------------------------
Williams Brothers Lumber Company         Warrants                                               24          322
---------------------------------------------------------------------------------------------------------------
Wilmar Industries, Inc.                  Debt Securities                                    31,720       31,720
                                         Warrants                                            3,169        3,169
---------------------------------------------------------------------------------------------------------------
Wilshire Restaurant Group, Inc.          Debt Securities                                    15,191       15,191
                                         Warrants                                               --           --
---------------------------------------------------------------------------------------------------------------
Wilton Industries, Inc.                  Loan                                               12,836       12,836
---------------------------------------------------------------------------------------------------------------



 
(1) Public company.
(2) Common stock, preferred stock, warrants, options and equity interests are generally non-income
    producing and restricted.


  The accompanying notes are an integral part of these consolidated financial
                                  statements.

                                       F-10
   92



            PRIVATE FINANCE                                                                DECEMBER 31, 2000
           PORTFOLIO COMPANY                                                            -----------------------
(IN THOUSANDS, EXCEPT NUMBER OF SHARES)                  INVESTMENT(2)                     COST        VALUE
---------------------------------------  ---------------------------------------------  ----------   ----------
                                                                                            
Woodstream Corporation                   Debt Securities                                $    7,590   $    7,590
                                         Equity Interests                                    1,700        1,700
                                         Warrants                                              450          450
---------------------------------------------------------------------------------------------------------------
Wyo-Tech Acquisition Corporation         Debt Securities                                    15,677       15,677
                                         Preferred Stock (100 shares)                        3,700        3,700
                                         Common Stock (99 shares)                              100        7,100
---------------------------------------------------------------------------------------------------------------
     Total private finance (122 investments)                                            $1,262,529   $1,282,467
---------------------------------------------------------------------------------------------------------------



 
(1) Public company.
(2) Common stock, preferred stock, warrants, options and equity interests are generally non-income
    producing and restricted.


  The accompanying notes are an integral part of these consolidated financial
                                  statements.

                                       F-11
   93



                                                                             DECEMBER 31, 2000
                                                 INTEREST       NUMBER OF   -------------------
  (IN THOUSANDS, EXCEPT NUMBER OF LOANS)       RATE RANGES        LOANS       COST      VALUE
-------------------------------------------  ----------------   ---------   --------   --------
                                                                           
COMMERCIAL REAL ESTATE FINANCE

Commercial Mortgage Loans                        Up to  6.99%        3      $    882   $  2,582
                                                 7.00%- 8.99%       13        30,032     32,132
                                                 9.00%-10.99%       17        22,302     22,190
                                                11.00%-12.99%       38        35,250     35,042
                                                13.00%-14.99%       12        14,391     14,391
                                             15.00% and above        2           100         76
-----------------------------------------------------------------------------------------------
     Total commercial mortgage loans                                85      $102,957   $106,413
-----------------------------------------------------------------------------------------------




                                                      STATED
                                                     INTEREST     FACE
                                                     --------     ----
                                                                            
Purchased CMBS
  Mortgage Capital Funding, Series 1998-MC3            5.5%     $ 54,491   $   25,681   $   25,681
  Morgan Stanley Capital I, Series 1999-RM1            6.4%       59,640       27,429       27,429
  COMM 1999-1                                          5.6%       74,879       34,352       34,352
  Morgan Stanley Capital I, Series 1999-FNV1           6.1%       45,536       21,972       21,972
  DLJ Commercial Mortgage Trust 1999-CG2               6.1%       96,432       44,332       44,332
  Commercial Mortgage Acceptance Corp., Series
     1999-C1                                           6.8%       34,856       16,397       16,397
  LB Commercial Mortgage Trust, Series 1999-C2         6.7%       29,005       10,910       10,910
  Chase Commercial Mortgage Securities Corp.,
     Series 1999-2                                     6.5%       43,046       20,552       20,552
  FUNB CMT, Series 1999-C4                             6.5%       49,287       22,515       22,761
  Heller Financial, HFCMC Series 2000 PH-1             6.6%       45,456       19,039       19,039
  SBMS VII, Inc., Series 2000-NL1                      7.2%       30,079       17,820       18,007
  DLJ Commercial Mortgage Trust, Series 2000-CF1       7.0%       40,502       19,166       19,166
  Deutsche Bank Alex. Brown, Series Comm 2000-C1       6.9%       41,084       19,170       19,170
  LB-UBS Commercial Mortgage Trust, Series 2000-C4     6.9%       31,471       11,552       11,552
--------------------------------------------------------------------------------------------------
     Total purchased CMBS                                       $675,764   $  310,887   $  311,320
--------------------------------------------------------------------------------------------------
Residual CMBS                                                              $   78,723   $   78,723
Residual Interest Spread                                                        3,297        2,997
Real Estate Owned                                                               7,502        6,081
--------------------------------------------------------------------------------------------------
     Total commercial real estate finance                                  $  503,366   $  505,534
--------------------------------------------------------------------------------------------------
Total portfolio                                                            $1,765,895   $1,788,001
--------------------------------------------------------------------------------------------------


  The accompanying notes are an integral part of these consolidated financial
                                  statements.

                                       F-12
   94

                  ALLIED CAPITAL CORPORATION AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1. ORGANIZATION

     Allied Capital Corporation, a Maryland corporation, is a closed-end
management investment company that has elected to be regulated as a business
development company ("BDC") under the Investment Company Act of 1940 ("1940
Act"). Allied Capital Corporation ("ACC") has a wholly owned subsidiary that has
also elected to be regulated as a BDC. Allied Investment Corporation ("Allied
Investment") is licensed under the Small Business Investment Act of 1958 as a
Small Business Investment Company ("SBIC"). In addition, the Company has a real
estate investment trust subsidiary, Allied Capital REIT, Inc. ("Allied REIT")
and several single- member limited liability companies established primarily to
hold real estate properties.

     ACC also owned Allied Capital SBLC Corporation ("Allied SBLC"), a BDC
licensed by the Small Business Administration ("SBA") as a Small Business
Lending Company and a participant in the SBA Section 7(a) Guaranteed Loan
Program. On December 31, 2000, ACC acquired BLC Financial Services, Inc. as a
private portfolio company, which then changed its name to Business Loan Express,
Inc. ("BLX"). As a part of the transaction, Allied SBLC was recapitalized as an
independently managed, private portfolio company on December 28, 2000 and ceased
to be a consolidated subsidiary of the Company at that time. Allied SBLC was
then subsequently merged into BLX. The results of the operations of Allied SBLC
are included in the consolidated financial results of ACC and its subsidiaries
for 1998, 1999 and for 2000 through December 27, 2000.

     Allied Capital Corporation and its subsidiaries, collectively, are
hereinafter referred to as the "Company."

     The investment objective of the Company is to achieve current income and
capital gains. In order to achieve this objective, the Company invests in
private and undervalued public companies in a variety of different industries
and in diverse geographic locations.

     On December 31, 1997, Allied Capital Corporation, Allied Capital
Corporation II, Allied Capital Commercial Corporation, and Allied Capital
Advisers ("Advisers") merged with and into Allied Capital Lending Corporation
("Allied Lending") (each a "Predecessor Company" and collectively the
"Predecessor Companies") in a stock-for-stock exchange (the "Merger").
Immediately following the Merger, Allied Lending changed its name to Allied
Capital Corporation.

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

  BASIS OF PRESENTATION

     The consolidated financial statements include the accounts of the Company
and its wholly owned subsidiaries. All intercompany accounts and transactions
have been eliminated in consolidation. Certain reclassifications have been made
to the 1999 and 1998 balances to conform with the 2000 financial statement
presentation.

  VALUATION OF PORTFOLIO INVESTMENTS

     Portfolio assets are carried at fair value as determined by the Board of
Directors under the Company's valuation policy.

                                       F-13
   95
                  ALLIED CAPITAL CORPORATION AND SUBSIDIARIES

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, CONTINUED

  LOANS AND DEBT SECURITIES

     The values of loans and debt securities are considered to be amounts that
could be realized in the normal course of business, which generally anticipates
the Company holding the loan to maturity and realizing the face value of the
loan. For loans and debt securities, value normally corresponds to cost unless
the borrower's condition or external factors lead to a determination of value at
a lower amount.

     When the Company receives nominal cost warrants or free equity securities
("nominal cost equity"), the Company allocates its cost basis in its investment
between its debt securities and its nominal cost equity at the time of
origination. At that time, the value of the nominal cost equity is recorded as
original issue discount by increasing the cost basis in the equity and
decreasing the cost basis in the related debt securities.

     Interest income is recorded on the accrual basis to the extent that such
amounts are expected to be collected. Loan origination fees, original issue
discount and market discount are amortized into interest income using the
effective interest method. The weighted average yield on loans and debt
securities is computed as the (a) annual stated interest rate earned plus the
annual amortization of loan origination fees, original issue discount and market
discount earned on accruing loans and debt securities, divided by (b) total
loans and debt securities at value. The weighted average yield is computed as of
the balance sheet date.

  EQUITY SECURITIES

     Equity interests in portfolio companies for which there is no liquid public
market are valued based on various factors including a history of positive cash
flow from operations, the market value of comparable publicly traded companies,
and other pertinent factors such as recent offers to purchase a portfolio
company's securities or other liquidation events. The determined values are
generally discounted to account for liquidity issues and minority control
positions.

     The Company's equity interests in public companies that carry certain
restrictions on sale are typically valued at a discount from the public market
value of the security at the balance sheet date. Restricted and unrestricted
publicly traded stocks may also be valued at a discount due to the investment
size or market liquidity concerns. Dividend income on equity securities is
recorded when dividends are declared by the portfolio company.

  COMMERCIAL MORTGAGE-BACKED SECURITIES ("CMBS")

     CMBS consists of purchased commercial mortgage-backed securities
("Purchased CMBS"), residual interest in a mortgage securitization ("Residual
CMBS") and residual interest spread.

  PURCHASED CMBS

     Purchased CMBS is carried at fair value. The Company recognizes income from
the amortization of original issue discount using the effective interest method,
using the anticipated yield over the projected life of the investment. Yields
are revised when there are changes in estimates of future credit losses, actual
losses incurred, and actual and estimated prepayment speeds. Changes in

                                       F-14
   96
                  ALLIED CAPITAL CORPORATION AND SUBSIDIARIES

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, CONTINUED

estimated yield are currently recognized as an adjustment to the estimated yield
over the remaining life of the Purchased CMBS. The Company recognizes unrealized
depreciation on its Purchased CMBS whenever it determines that the value of its
Purchased CMBS is less than the cost basis. The Company generally purchases CMBS
bonds with the intention of holding the bonds to their maturity. However, the
Company will classify CMBS bonds as held for sale at the time that the Company
determines that the bonds will be sold. The Company then recognizes unrealized
appreciation or depreciation on its Purchased CMBS classified as held for sale
based upon the price at which the CMBS bonds could be sold.

  RESIDUAL CMBS

     The Company values its residual interest in securitization and recognizes
income using the same accounting policies used for the Purchased CMBS.

  RESIDUAL INTEREST SPREAD

     Residual interest spread is carried at fair value based on discounted
estimated future cash flows. The Company recognizes income from the residual
interest spread using the effective interest method. At each reporting date, the
effective yield is recalculated and used to recognize income until the next
reporting date.

  NET REALIZED AND UNREALIZED GAINS

     Realized gains or losses are measured by the difference between the net
proceeds from the sale and the cost basis of the investment without regard to
unrealized gains or losses previously recognized, and include investments
charged off during the year, net of recoveries. Unrealized gains or losses
reflect the change in portfolio investment values during the reporting period.

  DEFERRED FINANCING COSTS

     Financing costs are based on actual costs incurred in obtaining financing
and are deferred and amortized as part of interest expense over the term of the
related debt instrument.

  DERIVATIVE FINANCIAL INSTRUMENTS

     The Company may or may not use derivative financial instruments to reduce
interest rate risk. The Company has established policies and procedures for risk
assessment and the approval, reporting and monitoring of derivative financial
instrument activities. The Company does not hold or issue derivative financial
instruments for trading purposes. All derivative financial instruments are
recorded at fair value with changes in value reflected in net unrealized gains
during the reporting period. The Company held no derivative financial
instruments at December 31, 2000 and 1999.

  CASH AND CASH EQUIVALENTS

     Cash and cash equivalents include cash in banks and all highly liquid
investments with original maturities of three months or less.

                                       F-15
   97
                  ALLIED CAPITAL CORPORATION AND SUBSIDIARIES

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, CONTINUED

  DIVIDENDS TO SHAREHOLDERS

     Dividends to shareholders are recorded on the record date.

  FEDERAL AND STATE INCOME TAXES

     The Company and its wholly owned subsidiaries intend to comply with the
requirements of the Internal Revenue Code ("Code") that are applicable to
regulated investment companies ("RIC") and real estate investment trusts
("REIT"). The Company and its wholly owned subsidiaries intend to annually
distribute or retain through a deemed distribution all of their taxable income
to shareholders; therefore, the Company has made no provision for income taxes.

     With the exception of Advisers, the Predecessor Companies qualified as a
RIC or a REIT; however, Advisers was a corporation subject to federal and state
income taxes. Income tax expense reported on the consolidated statement of
operations relates to the operations of Advisers for all periods presented.

  PER SHARE INFORMATION

     Basic earnings per share is calculated using the weighted average number of
shares outstanding for the period presented. Diluted earnings per share reflects
the potential dilution that could occur if options to issue common stock were
exercised into common stock. Earnings per share is computed after subtracting
dividends on preferred shares.

  USE OF ESTIMATES IN THE PREPARATION OF FINANCIAL STATEMENTS

     The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenue and expenses during the reporting
period. Actual results could differ from these estimates.

NOTE 3. PORTFOLIO

  PRIVATE FINANCE

     At December 31, 2000 and 1999, the private finance portfolio consisted of
the following:



                                                 2000                            1999
                                    -------------------------------   ---------------------------
                                       COST        VALUE      YIELD     COST      VALUE     YIELD
               ($ IN THOUSANDS)     ----------   ----------   -----   --------   --------   -----
                                                                          
Loans and debt securities.........  $  983,887   $  966,257   14.6%   $578,570   $559,746   14.2%
Equity interests..................     278,642      316,210             60,601     87,294
                                    ----------   ----------           --------   --------
          Total...................  $1,262,529   $1,282,467           $639,171   $647,040
                                    ==========   ==========           ========   ========


     Private finance investments are generally structured as loans and debt
securities that carry a relatively high fixed rate of interest, which may be
combined with equity features, such as conversion

                                       F-16
   98
                  ALLIED CAPITAL CORPORATION AND SUBSIDIARIES

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

NOTE 3. PORTFOLIO, CONTINUED

privileges, or warrants or options to purchase a portion of the portfolio
company's equity at a nominal price.

     Debt securities typically have a maturity of five to ten years, with
interest-only payments in the early years and payments of both principal and
interest in the later years, although debt maturities and principal amortization
schedules vary.

     Equity interests consist primarily of securities issued by privately owned
companies and may be subject to restrictions on their resale or may be otherwise
illiquid. Equity securities generally do not produce a current return, but are
held for investment appreciation and ultimate gain on sale. At December 31,
2000, equity securities include the Company's common stock and preferred stock
investment in Business Loan Express, Inc. of $104,504,000 and $25,111,000,
respectively.

     At December 31, 2000 and 1999, approximately 98% of the Company's private
finance loan portfolio was composed of fixed interest rate loans. At December
31, 2000 and 1999, loans and debt securities with a value of $72,966,000 and
$34,560,000, respectively, were not accruing interest. Loans greater than 120
days delinquent generally do not accrue interest.

     The geographic and industry compositions of the private finance portfolio
at value at December 31, 2000 and 1999 were as follows:



                                                              2000   1999
                                                              ----   ----
                                                               
GEOGRAPHIC REGION
Mid-Atlantic................................................   43%    23%
Midwest.....................................................   18     26
West........................................................   17     11
Southeast...................................................   12     27
Northeast...................................................    8      9
International...............................................    2      4
                                                              ---    ---
          Total.............................................  100%   100%
                                                              ===    ===
INDUSTRY
Consumer Products...........................................   26%    19%
Business Services...........................................   24     32
Financial Services..........................................   16     --
Industrial Products.........................................    9     12
Telecommunications..........................................    6      5
Retail......................................................    5      8
Broadcasting & Cable........................................    5     11
Education...................................................    3      5
Other.......................................................    6      8
                                                              ---    ---
          Total.............................................  100%   100%
                                                              ===    ===


                                       F-17
   99
                  ALLIED CAPITAL CORPORATION AND SUBSIDIARIES

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

NOTE 3. PORTFOLIO, CONTINUED

  COMMERCIAL REAL ESTATE FINANCE

     At December 31, 2000 and 1999, the commercial real estate finance portfolio
consisted of the following:



                                                  2000                          1999
                                       ---------------------------   ---------------------------
          ($ IN THOUSANDS)               COST      VALUE     YIELD     COST      VALUE     YIELD
          ----------------             --------   --------   -----   --------   --------   -----
                                                                         
Loans................................  $102,957   $106,413    9.1%   $153,767   $154,109    9.4%
CMBS.................................   392,907    393,040   14.2%    360,950    359,450   13.5%
REO..................................     7,502      6,081              7,305      6,470
                                       --------   --------           --------   --------
          Total......................  $503,366   $505,534           $522,022   $520,029
                                       ========   ========           ========   ========


  LOANS

     The commercial mortgage loan portfolio contains loans that were originated
by the Company or were purchased from third-party sellers.

     At December 31, 2000 and 1999, approximately 69% and 31%, and 81% and 19%
of the Company's commercial mortgage loan portfolio was composed of fixed and
adjustable interest rate loans, respectively. As of December 31, 2000 and 1999,
loans with a value of $14,433,000 and $8,334,000, respectively, were not
accruing interest. Loans greater than 120 days delinquent generally do not
accrue interest.

     In December 2000, the Company purchased commercial mortgage loans with a
face amount of $6.5 million for $5.5 million from Business Mortgage Investors,
Inc., a company managed by ACC.

     The geographic composition and the property types securing the commercial
mortgage loan portfolio at value at December 31, 2000 and 1999 were as follows:



                                                              2000   1999
                                                              ----   ----
                                                               
GEOGRAPHIC REGION
Southeast...................................................   39%    31%
Mid-Atlantic................................................   22     32
West........................................................   20     25
Midwest.....................................................   14      9
Northeast...................................................    5      3
                                                              ---    ---
          Total.............................................  100%   100%
                                                              ===    ===
PROPERTY TYPE
Office......................................................   30%    24%
Hospitality.................................................   28     42
Retail......................................................   19     11
Recreation..................................................    9      8
Other.......................................................   14     15
                                                              ---    ---
          Total.............................................  100%   100%
                                                              ===    ===


                                       F-18
   100
                  ALLIED CAPITAL CORPORATION AND SUBSIDIARIES

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

NOTE 3. PORTFOLIO, CONTINUED
  CMBS

     At December 31, 2000 and 1999, the CMBS portfolio consisted of the
following:



                                                     2000                  1999
                                              -------------------   -------------------
                                                COST      VALUE       COST      VALUE
                    (IN THOUSANDS)            --------   --------   --------   --------
                                                                   
Purchased CMBS..............................  $310,887   $311,320   $277,694   $277,694
Residual CMBS...............................    78,723     78,723     76,374     76,374
Residual interest spread....................     3,297      2,997      6,882      5,382
                                              --------   --------   --------   --------
          Total.............................  $392,907   $393,040   $360,950   $359,450
                                              ========   ========   ========   ========


     PURCHASED CMBS  The Company has Purchased CMBS bonds with a face amount of
$675,764,000 and a cost of $310,887,000, with the difference representing
original issue discount. As of December 31, 2000 and 1999, the estimated yield
to maturity on the Purchased CMBS was approximately 15.4% and 14.6%,
respectively. The Company's yield on its Purchased CMBS is based upon a number
of assumptions that are subject to certain business and economic uncertainties
and contingencies. Examples include the timing and magnitude of credit losses on
the mortgage loans underlying the Purchased CMBS that are a result of the
general condition of the real estate market (including competition for tenants
and their related credit quality) and changes in market rental rates. At
December 31, 2000 and 1999, the yield on the Purchased CMBS portfolio was
computed assuming a 1% loss estimate for its entire underlying collateral
mortgage pool. As these uncertainties and contingencies are difficult to predict
and are subject to future events which may alter these assumptions, no assurance
can be given that the anticipated yields to maturity will be achieved.

     The non-investment grade and unrated tranches of the Purchased CMBS bonds
are junior in priority for payment of principal to the more senior tranches of
the related commercial securitization. Cash flow from the underlying mortgages
generally is allocated first to the senior tranches, with the most senior
tranches having a priority right to the cash flow. Then, any remaining cash flow
is allocated, generally, among the other tranches in order of their relative
seniority. To the extent there are defaults and unrecoverable losses on the
underlying mortgages resulting in reduced cash flows, the subordinate tranche
will bear this loss first.

     The underlying rating classes of the Purchased CMBS are as follows:



                                                              2000                    1999
                                                      ---------------------   ---------------------
                                                                 PERCENTAGE              PERCENTAGE
                                                       VALUE      OF TOTAL     VALUE      OF TOTAL
                       ($ IN THOUSANDS)               --------   ----------   --------   ----------
                                                                             
BB..................................................  $  8,472       2.7%     $ 41,091      14.8%
BB-.................................................    37,061      11.9        46,692      16.8
B+..................................................    59,827      19.3        41,765      15.0
B...................................................    89,999      28.9        64,830      23.4
B-..................................................    56,665      18.2        40,995      14.8
CCC.................................................     7,857       2.5         6,506       2.3
Unrated.............................................    51,439      16.5        35,815      12.9
                                                      --------     -----      --------     -----
          Total.....................................  $311,320     100.0%     $277,694     100.0%
                                                      ========     =====      ========     =====


                                       F-19
   101
                  ALLIED CAPITAL CORPORATION AND SUBSIDIARIES

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

NOTE 3. PORTFOLIO, CONTINUED

     RESIDUAL CMBS AND RESIDUAL INTEREST SPREAD.  The Residual CMBS primarily
consists of a retained interest from a post-Merger asset securitization whereby
bonds were sold in three classes rated "AAA," "AA" and "A."

     The Company sold $295 million of loans, and received cash proceeds, net of
costs, of approximately $223 million. The Company retained a trust certificate
for its residual interest in the loan pool sold, and will receive interest
income from this Residual CMBS as well as the Residual Interest Spread from the
interest earned on the loans sold less the interest paid on the bonds over the
life of the bonds.

     As a result of this securitization, the Company recorded a gain of $14.8
million, which represents the difference between the cost basis of the assets
sold and the fair value of the assets received, net of the costs of the
securitization and the cost of settlement of interest rate swaps. As of December
31, 2000 and 1999, the mortgage loan pool had an approximate weighted average
stated interest rate of 9.3%. The three bond classes sold had an aggregate
weighted average interest rate of 6.5% as of December 31, 2000 and 1999.

     The Company uses a discounted cash flow methodology for determining the
value of its retained Residual CMBS and Residual Interest Spread ("Residual").
The discounted cash flow methodology includes the use of a cash flow model to
project the gross cash flows from the underlying commercial mortgage pool that
serve as collateral for the Company's Residual. The gross cash flows are based
on the respective loan attributes of each commercial mortgage, such as the
interest rate, original loan amount, prepayment lockout period and term to
maturity, contained within a commercial mortgage pool.

     The underlying gross mortgage cash flows from the commercial mortgage pool
may be affected by numerous assumptions and variables including:

     (i)  the receipt of mortgage payments earlier than projected ("prepayment
          risk");

     (ii)  delays in the receipt of monthly cash flow distributions to CMBS as a
           result of mortgage loan defaults;

     (iii) increases in the timing and/or amount of credit losses on the
           underlying commercial mortgage loans which are a function of:

          - the percentage of mortgage loans that experience a default either
            during their mortgage term or at maturity;

          - the recovery periods represented by the time that elapses between
            the default of a commercial mortgage and the subsequent correction,
            foreclosure or liquidation of the corresponding real estate by the
            Company; and,

          - an increase in the percentage of principal loss resulting from the
            length of time and/or increased expenses incurred in foreclosing on
            the commercial real estate and liquidating the assets in order to
            satisfy the Company's lien;

     (iv)  the discount rate used to derive the value of the Company's Residual.

                                       F-20
   102
                  ALLIED CAPITAL CORPORATION AND SUBSIDIARIES

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

NOTE 3. PORTFOLIO, CONTINUED

     In determining the cash flow of the Residual, the Company assumes a
prepayment speed of 15% after the applicable prepayment lockout period and
credit losses of 1% or approximately $1.3 million of the total principal balance
of the underlying collateral throughout the life of the collateral. These
assumptions result in an expected weighted average life of the bonds of 1.3
years. The value of the resulting Residual cash flows is then determined by
applying a discount rate of 9% which, in the Company's view, is commensurate
with the market's perception of risk of comparable assets.

     UNDERLYING COLLATERAL.  As of December 31, 2000 the underlying collateral
balance of the Residual CMBS was $147.8 million, of which $78.7 million has been
retained by the Company. At December 31, 2000, the underlying collateral loans
include $7.0 million at value that is greater than 120 days delinquent. For the
year ended December 31, 2000, the Company had experienced $0.1 million in credit
losses, which represents 0.1% of the Residual.

     ADVERSE CHANGES IN PREPAYMENT SPEED.  The Company increased the prepayment
speed of the underlying collateral used in its discounted cash flow methodology
while keeping all other original assumptions constant to demonstrate the impact
of prepayments exceeding those currently anticipated by the Company's management
on the value of its Residual. The Company increased the level of future
anticipated prepayments by 10% and 20%, which resulted in a corresponding
decline in the value of the Residual by approximately $0.02 million (or 0.03%)
and $0.05 million (or 0.06%), respectively.

     ADVERSE CHANGES IN CREDIT LOSSES.  The Company increased the amount of
credit losses of the underlying collateral used in its discounted cash flow
methodology while keeping all other original assumptions constant to demonstrate
the impact of credit losses exceeding those currently anticipated by the
Company's management on the value of its Residual. The Company increased the
level of future anticipated credit losses by 10% and 20%, which resulted in a
corresponding decline in the value of the Residual by approximately $0.05
million (or 0.06%) and $0.1 million (or 0.13%), respectively.

     ADVERSE CHANGES IN THE DISCOUNT RATES.  The determination of the discount
rate is dependent on many quantitative and qualitative factors, such as the
market's perception of the issuers and the credit fundamentals of the commercial
real estate underlying each pool of commercial mortgage loans. The Company
assumed that the discount rate used to value its Residual increased by 0.5% and
1.0%. The increase in the discount rate by 0.5% and 1.0%, respectively, resulted
in a corresponding decline in the value of the Company's Residual by
approximately $0.9 million (or 1.1%) and $1.7 million (or 2.2%), respectively.

                                       F-21
   103
                  ALLIED CAPITAL CORPORATION AND SUBSIDIARIES

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

NOTE 3. PORTFOLIO, CONTINUED

     The geographic composition and the property types of the underlying
mortgage loan pools securing the CMBS calculated using the underwritten
principal balance at December 31, 2000 and 1999 were as follows:



                                                              2000   1999
                                                              ----   ----
                                                               
GEOGRAPHIC REGION
West........................................................   31%    32%
Mid-Atlantic................................................   23     23
Midwest.....................................................   22     21
Southeast...................................................   19     20
Northeast...................................................    5      4
                                                              ---    ---
          Total.............................................  100%   100%
                                                              ===    ===
PROPERTY TYPE
Retail......................................................   32%    33%
Housing.....................................................   30     29
Office......................................................   21     20
Hospitality.................................................    8      9
Other.......................................................    9      9
                                                              ---    ---
          Total.............................................  100%   100%
                                                              ===    ===


     SMALL BUSINESS FINANCE

     The Company, through its wholly owned subsidiary, Allied SBLC, participated
in the SBA's Section 7(a) Guaranteed Loan Program ("7(a) loans"). As discussed
in Note 1, Allied SBLC is no longer a consolidated subsidiary of the Company at
December 31, 2000. As a result, the Company's small business portfolio had no
balance at December 31, 2000.

     At December 31, 1999, the small business finance portfolio consisted of the
following:



                                                                    1999
                                                              -----------------
                                                               COST      VALUE
                           (IN THOUSANDS)                     -------   -------
                                                                  
7(a) loans..................................................  $43,246   $43,000
Residual interest in loans sold.............................    4,036     4,036
Residual interest spread....................................   14,046    14,046
REO.........................................................      380       346
                                                              -------   -------
          Total.............................................  $61,708   $61,428
                                                              =======   =======


     Pursuant to Section 7(a) of the Small Business Act of 1958, the 7(a) loans
were guaranteed by the SBA for 80% of any qualified loan up to $100,000
regardless of maturity, and 75% of any such loan over $100,000 regardless of
maturity, to a maximum guarantee of $750,000 for any one borrower.

     The Company charged interest on the 7(a) loans at a variable rate,
typically 1.75% to 2.75% above the prime rate, as published in The Wall Street
Journal or other financial newspaper, adjusted monthly.

                                       F-22
   104
                  ALLIED CAPITAL CORPORATION AND SUBSIDIARIES

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

NOTE 3. PORTFOLIO, CONTINUED

     As permitted by SBA regulations, the Company sold to investors, without
recourse, 100% of the guaranteed portion of its 7(a) loans while retaining the
right to service 100% of such loans. Additionally, the Company sold up to a 90%
interest in the unguaranteed portion of its 7(a) loans through a structured
finance agreement with a commercial paper conduit.

     In 1999, the Company sold $36,387,000 of the unguaranteed portion of 7(a)
loans into the facility. The Company received $35,500,000 in proceeds and
retained a subordinated interest valued at $4,036,000. The Company recognized a
premium from the loan sale of $4,106,000, which includes the value of the
retained residual interest spread.

     As of December 31, 1999, 7(a) loans with a value of $5,562,000 were not
accruing interest. Loans greater than 120 days delinquent generally do not
accrue interest.

NOTE 4. DEBT

     At December 31, 2000 and 1999, the Company had the following debt:



                                                             2000                   1999
                                                     ---------------------   -------------------
                                                      FACILITY     AMOUNT    FACILITY    AMOUNT
                                                       AMOUNT      DRAWN      AMOUNT     DRAWN
                        (IN THOUSANDS)               ----------   --------   --------   --------
                                                                            
Notes payable and debentures:
  Unsecured long-term notes payable................  $  544,000   $544,000   $419,000   $419,000
  SBA debentures...................................      87,350     78,350     74,650     62,650
  Auction rate reset note..........................      76,598     76,598         --         --
  OPIC loan........................................       5,700      5,700      5,700      5,700
                                                     ----------   --------   --------   --------
          Total notes payable and debentures.......     713,648    704,648    499,350    487,350
                                                     ----------   --------   --------   --------
Revolving credit facilities:
  Revolving line of credit.........................     417,500     82,000    340,000     82,000
  Master loan and security agreement...............          --         --    100,000     23,500
                                                     ----------   --------   --------   --------
          Total revolving credit facilities........     417,500     82,000    440,000    105,500
                                                     ----------   --------   --------   --------
  Total............................................  $1,131,148   $786,648   $939,350   $592,850
                                                     ==========   ========   ========   ========


  NOTES PAYABLE AND DEBENTURES

     UNSECURED LONG-TERM NOTES PAYABLE.  In June 1998, May 1999, November 1999
and October 2000, the Company issued unsecured long-term notes to private
institutional investors. The notes require semi-annual interest payments until
maturity and have terms of five or seven years. The weighted average interest
rate on the notes was 7.8% and 7.6% at December 31, 2000 and 1999, respectively.
The notes may be prepaid in whole or in part together with an interest premium,
as stipulated in the note agreement.

     SBA DEBENTURES.  At December 31, 2000 and 1999, the Company had debentures
payable to the SBA with terms of ten years and at fixed interest rates ranging
from 6.6% to 9.6%. The weighted average interest rate was 7.6% and 7.8% at
December 31, 2000 and 1999, respectively. The

                                       F-23
   105
                  ALLIED CAPITAL CORPORATION AND SUBSIDIARIES

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

NOTE 4. DEBT, CONTINUED

debentures require semi-annual interest-only payments with all principal due
upon maturity. The SBA debentures are subject to prepayment penalties if paid
prior to maturity.

     AUCTION RATE RESET NOTE.  The Company has a $75 million Auction Rate Reset
Senior Note Series A that matures on December 2, 2002 and bears interest at the
three-month London Interbank Offer Rate ("LIBOR") plus 1.75%, which adjusts
quarterly. Interest is due quarterly and the Company, at its option, may pay or
defer and capitalize such interest payments. The amount outstanding on the note
will increase as interest due is deferred and capitalized.

     As a means to repay the note, the Company has entered into an agreement to
issue $75 million of debt, equity or other securities in one or more public or
private transactions, or prepay the Auction Rate Reset Note, on or before August
31, 2002. If the note is prepaid, the Company will pay a fee equal to 0.5% of
the aggregate amount of the note outstanding.

     Scheduled future maturities of notes payable and debentures at December 31,
2000 are as follows:



                            YEAR                              AMOUNT MATURING
                            ----                              ---------------
                                                              (IN THOUSANDS)
                                                           
2001........................................................     $  9,350
2002........................................................       76,598
2003........................................................      140,000
2004........................................................      221,000
2005........................................................      179,000
Thereafter..................................................       78,700
                                                                 --------
          Total.............................................     $704,648
                                                                 ========


  REVOLVING CREDIT FACILITIES

     REVOLVING LINE OF CREDIT.  The Company has an unsecured revolving line of
credit for $417,500,000. The facility may be expanded up to $500,000,000. At the
Company's option, the facility bears interest at a rate equal to (i) the
one-month LIBOR plus 1.25% or (ii) the higher of (a) the Bank of America, N.A.
prime rate or (b) the Federal Funds rate plus 0.50%. The interest rate adjusts
at the beginning of each new interest period, usually every thirty days. The
interest rates were 7.9% and 7.7% at December 31, 2000 and December 31, 1999,
respectively, and the facility requires an annual commitment fee equal to 0.25%
of the committed amount. The line expires in March 2002. The line of credit
requires monthly interest payments and all principal is due upon its expiration.

     MASTER LOAN AND SECURITY AGREEMENT.  The Company had a facility to borrow
up to $100,000,000, using certain commercial mortgage loans as collateral. The
agreement charged interest at the one-month LIBOR plus 1.0%, adjusted daily, or
6.8% at December 31, 1999. The agreement matured on October 27, 2000 and was not
renewed.

     The average debt outstanding on the revolving credit facilities was
$154,853,000 and $123,860,000 for the years ended December 31, 2000 and 1999,
respectively. The maximum amount

                                       F-24
   106
                  ALLIED CAPITAL CORPORATION AND SUBSIDIARIES

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

NOTE 4. DEBT, CONTINUED

borrowed under these facilities and the weighted average interest rate for the
years ended December 31, 2000 and 1999, were $257,000,000 and $199,392,000, and
7.6% and 6.5%, respectively.

NOTE 5. INCOME TAXES

     For the year ended December 31, 1998, the Company incurred income tax
expense of $787,000, which resulted from the realization of a taxable net
built-in gain associated with property owned by Advisers prior to the Merger.
Therefore, the Company's effective tax rate was 1.0% for the year ended December
31, 1998.

NOTE 6. PREFERRED STOCK

     Allied Investment has outstanding a total of 60,000 shares of $100 par
value, 3% cumulative preferred stock and 10,000 shares of $100 par value, 4%
redeemable cumulative preferred stock issued to the SBA pursuant to Section
303(c) of the Small Business Investment Act of 1958, as amended. The 3%
cumulative preferred stock does not have a required redemption date. Allied
Investment has the option to redeem in whole or in part the preferred stock by
paying the SBA the par value of such securities and any dividends accumulated
and unpaid to the date of redemption. The 4% redeemable cumulative preferred
stock has a required redemption date in June 2005.

NOTE 7. SHAREHOLDERS' EQUITY

     Sales of common stock in 2000 and 1999 were as follows:



                                                                2000       1999
                       (IN THOUSANDS)                         --------   --------
                                                                   
Number of common shares.....................................    14,812      8,659
Gross proceeds..............................................  $263,460   $172,539
Less costs including underwriting fees......................   (12,548)    (8,270)
                                                              --------   --------
  Net proceeds..............................................  $250,912   $164,269
                                                              ========   ========


     In addition, the Company issued 4,123,407 shares of common stock to acquire
BLC Financial Services, Inc. in a stock-for-stock exchange on December 31, 2000
for proceeds of $86,076,000.

     The Company has a dividend reinvestment plan, whereby the Company may buy
shares of its common stock in the open market or issue new shares in order to
satisfy dividend reinvestment requests. If the Company issues new shares, the
issue price is equal to the average of the closing sale prices reported for the
Company's common stock for the five consecutive days immediately prior to the
dividend payment date.

     Dividend reinvestment plan activity for 2000, 1999 and 1998 was as follows:



                                                               2000     1999     1998
              (IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)        ------   ------   ------
                                                                       
Shares issued...............................................     254      233      241
Average price per share.....................................  $18.79   $19.43   $20.35


                                       F-25
   107
                  ALLIED CAPITAL CORPORATION AND SUBSIDIARIES

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

NOTE 8. EARNINGS PER COMMON SHARE



                                                            2000      1999      1998
        (IN THOUSANDS EXCEPT PER SHARE AMOUNTS)           --------   -------   -------
                                                                      
Net increase in net assets resulting from operations....  $143,101   $98,570   $78,078
Less preferred stock dividends..........................      (230)     (230)     (230)
                                                          --------   -------   -------
Income available to common shareholders.................  $142,871   $98,340   $77,848
                                                          ========   =======   =======
Basic shares outstanding................................    73,165    59,877    51,941
Dilutive options outstanding to officers................       307       167        33
                                                          --------   -------   -------
Diluted shares outstanding..............................    73,472    60,044    51,974
                                                          ========   =======   =======
BASIC EARNINGS PER COMMON SHARE.........................  $   1.95   $  1.64   $  1.50
                                                          ========   =======   =======
DILUTED EARNINGS PER COMMON SHARE.......................  $   1.94   $  1.64   $  1.50
                                                          ========   =======   =======


NOTE 9. EMPLOYEE STOCK OWNERSHIP PLAN, 401(k) PLAN AND DEFERRED COMPENSATION
        PLAN

     The Company had an employee stock ownership plan ("ESOP") through 1999.
Pursuant to the ESOP, the Company was obligated to contribute 5% of each
eligible participant's total cash compensation for the year to a plan account on
the participant's behalf, which vested over a two-year period. ESOP
contributions were used to purchase shares of the Company's common stock.

     As of December 31, 1999 and 1998, the ESOP held 303,210 shares and 282,500
shares, respectively, of the Company's common stock, all of which had been
allocated to participants' accounts. The plan was funded annually and the total
ESOP contribution expense for the years ended December 31, 1999 and 1998 was
$641,000 and $489,000, respectively, net of forfeitures of $4,100 and $4,000,
respectively. In 1999, the Company established a 401(k) plan (see below) and
elected to terminate the ESOP Plan in 2000. During 2000, the ESOP assets were
transferred into the 401(k) plan.

     The Company's 401(k) retirement investment plan is open to all of its
employees. The employees may elect voluntary wage deferrals ranging from 0% to
20% of eligible compensation for the year. In 2000, the Company began making
contributions to the 401(k) plan equal to 5% of each eligible participant's
total cash compensation for the year. Total 401(k) contribution expense for the
year ended December 31, 2000 was $590,000.

     The Company also has a deferred compensation plan (the "DC Plan"). Eligible
participants in the DC Plan may elect to defer some of their compensation and
have such compensation credited to a participant account. All amounts credited
to a participant's account shall be credited solely for purposes of accounting
and computation and remain assets of the Company and subject to the claims of
the Company's general creditors. Amounts credited to participants under the DC
Plan are at all times 100% vested and non-forfeitable except for amounts
credited to participants' accounts related to the Formula Award (see Note 11). A
participant's account shall become distributable upon his or her separation from
service, retirement, disability, death or at a future determined date. All DC
Plan accounts will be distributed in the event of a change of control of the
Company or in the event of the Company's insolvency. Amounts deferred by
participants under the DC Plan are funded to a trust, the trustee of which
administers the DC Plan on behalf of the Company.

                                       F-26
   108
                  ALLIED CAPITAL CORPORATION AND SUBSIDIARIES

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

NOTE 10. STOCK OPTION PLAN

  THE OPTION PLAN

     The purpose of the stock option plan ("Option Plan") is to provide officers
and non-officer directors of the Company with additional incentives.

     On May 9, 2000, the Company's stockholders amended the Option Plan to
increase the number of shares that may be granted from 6,250,000 to 12,350,000.

     Options are exercisable at a price equal to the fair market value of the
shares on the day the option is granted. Each option states the period or
periods of time within which the option may be exercised by the optionee, which
may not exceed ten years from the date the option is granted.

     All rights to exercise options terminate 60 days after an optionee ceases
to be (i) a non-officer director, (ii) both an officer and a director, if such
optionee serves in both capacities, or (iii) an officer (if such officer is not
also a director) of the Company for any cause other than death or total and
permanent disability. In the event of a change of control of the Company, all
outstanding options will become fully vested and exercisable as of the change of
control.

     Information with respect to options granted, exercised and forfeited under
the Option Plan for the years ended December 31, 2000, 1999 and 1998 is as
follows:



                                                                         WEIGHTED
                                                                         AVERAGE
                                                                          OPTION
                                                                          PRICE
                                                              SHARES    PER SHARE
              (IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)        ------   ------------
                                                                 
Options outstanding at January 1, 1998......................     --       $   --
Granted.....................................................  5,190        20.16
Exercised...................................................    (10)       21.38
Forfeited...................................................    (66)       21.38
                                                              -----       ------
Options outstanding at December 31, 1998....................  5,114       $20.14
Granted.....................................................  1,288        19.75
Exercised...................................................   (318)       19.07
Forfeited...................................................   (195)       20.00
                                                              -----       ------
Options outstanding at December 31, 1999....................  5,889       $20.12
Granted.....................................................  4,162        17.02
Exercised...................................................   (195)       17.68
Forfeited...................................................   (950)       19.81
                                                              -----       ------
Options outstanding at December 31, 2000....................  8,906       $18.76
                                                              =====       ======


  NOTES RECEIVABLE FROM THE SALE OF COMMON STOCK

     The Company provides loans to officers for the exercise of options. The
loans have varying terms not exceeding ten years, bear interest at the
applicable federal interest rate in effect at the date of issue and have been
recorded as a reduction to shareholders' equity. At December 31, 2000, 1999 and
1998, the Company had outstanding loans to officers of $25,083,000, $29,461,000,
and $23,735,000, respectively. Officers with outstanding loans repaid principal
of $6,363,000, $195,000, and $5,591,000, for the years ended December 31, 2000,
1999 and 1998, respectively. The Company recognized

                                       F-27
   109
                  ALLIED CAPITAL CORPORATION AND SUBSIDIARIES

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

NOTE 10. STOCK OPTION PLAN, CONTINUED
interest income from these loans of $1,712,000, $1,539,000, and $1,600,000,
respectively, during these same periods.

     The following table summarizes information about stock options outstanding
at December 31, 2000:



                                            WEIGHTED
                                            AVERAGE           WEIGHTED                       WEIGHTED
                             TOTAL         REMAINING          AVERAGE          TOTAL         AVERAGE
        RANGE OF            NUMBER      CONTRACTUAL LIFE      EXERCISE        NUMBER         EXERCISE
    EXERCISE PRICES       OUTSTANDING       (YEARS)            PRICE        EXERCISABLE       PRICE
    ---------------       -----------   ----------------   --------------   -----------   --------------
                  (IN THOUSANDS, EXCEPT PER SHARE AMOUNTS AND YEARS)
                                                                           
$15.19..................       100            7.73             $15.19             25          $15.19
$16.81..................     3,733            9.40             $16.81             --              --
$17.50-$19.88...........     1,824            8.59             $18.18            558          $17.95
$19.94..................       105            8.84             $19.34             35          $19.94
$21.38-$22.13...........     3,144            7.25             $21.47          1,609          $21.47
                             -----            ----             ------          -----          ------
$15.19-$22.13...........     8,906            8.45             $18.76          2,227          $20.49
                             =====            ====             ======          =====          ======


     The Company accounts for its stock options as required by the Accounting
Principles Board Opinion No. 25 "Accounting for Stock Issued to Employees," and
accordingly no compensation cost has been recognized as the exercise price
equals the market price on the date of grant. Had compensation cost for the plan
been determined consistent with SFAS No. 123 "Accounting for Stock Based
Compensation," which records options at fair value on the date of issuance and
amortizes that amount over the vesting period of the option, the Company's net
increase in net assets resulting from operations and basic and diluted earnings
per common share would have been reduced to the following pro forma amounts:



                                                            2000      1999      1998
        (IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)          --------   -------   -------
                                                                      
Net increase in net assets resulting from operations:
     As reported........................................  $143,101   $98,570   $78,078
     Pro forma..........................................  $137,716   $94,510   $72,684
Basic earnings per common share:
     As reported........................................     $1.95     $1.64     $1.50
     Pro forma..........................................     $1.88     $1.58     $1.39
Diluted earnings per common share:
     As reported........................................     $1.94     $1.64     $1.50
     Pro forma..........................................     $1.87     $1.57     $1.39


     Pro forma expenses are based on the underlying value of the options granted
by the Company. The fair value of each option grant is estimated on the date of
grant using the Black-Scholes option pricing model, with the following weighted
average assumptions for grants: risk-free interest rate of 6.5%, 5.9% and 5.0%
for 2000, 1999 and 1998, respectively; expected life of approximately five years
for all options granted; expected volatility of 34%, 37% and 35% for 2000, 1999
and 1998, respectively; and dividend yield of 8.7%, 9.0% and 8.0% for 2000, 1999
and 1998, respectively.

                                       F-28
   110
                  ALLIED CAPITAL CORPORATION AND SUBSIDIARIES

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

NOTE 11. CUT-OFF AWARD AND FORMULA AWARD

     The Predecessor Companies' existing stock option plans were canceled and
the Company established a cut-off dollar amount for all existing, but unvested
options as of the date of the Merger (the "Cut-off Award"). The Cut-off Award
was computed for each unvested option as of the Merger date. The Cut-off Award
was equal to the difference between the market price on August 14, 1997 (the
Merger announcement date) of the shares of stock underlying the option less the
exercise price of the option. The Cut-off Award was payable for each unvested
option upon the future vesting date of that option. The Cut-off Award was
designed to cap the appreciated value in unvested options at the Merger
announcement date, in order to set the foundation to balance option awards upon
the Merger. The Cut-off Award approximated $2.9 million in the aggregate and has
been expensed as the Cut-off Award vests. For the years ended December 31, 2000,
1999 and 1998, $535,000, $532,000, and $807,000, respectively, of the Cut-off
Award vested.

     The Formula Award was established to compensate employees from the point
when their unvested options would cease to appreciate in value (the Merger
announcement date), up until the time at which they would be able to receive
option awards in ACC post-merger. In the aggregate, the Formula Award equaled 6%
of the difference between an amount equal to the combined aggregated market
capitalizations of the Predecessor Companies as of the close of the market on
the day before the Merger date (December 30, 1997), less an amount equal to the
combined aggregate market capitalizations of Allied Lending and the Predecessor
Companies as of the close of the market on the Merger announcement date.
Advisers' compensation committee allocated the Formula Award to individual
officers on December 30, 1997. The amount of the Formula Award as computed at
December 30, 1997 was $18,994,000. This amount was contributed to the Company's
deferred compensation trust under the DC Plan (see Note 9) and was used to
purchase shares of the Company's stock (included in common stock held in
deferred compensation trust). The Formula Award vested equally in three
installments on December 31, 1998, 1999 and 2000. The Formula Award has been
expensed in each year in which it vested. For the years ended December 31, 2000,
1999 and 1998, $5,648,000, $6,221,000 and $6,241,000, respectively, was expensed
as a result of the Formula Award. At December 31, 2000 and 1999, the liability
related to the Formula Award was $5,648,000 and $6,221,000, respectively, and
has been included in common stock held in deferred compensation trust. Vested
Formula Awards have been distributed to recipients by the Company, however, sale
of the Company's stock by the recipients is restricted. Unvested Formula Awards
were forfeited upon a recipient's separation from service and the related
Company stock was retired. During 2000, 1999 and 1998, $563,000, $61,000 and
$270,000, respectively, of the Formula Award was forfeited.

                                       F-29
   111
                  ALLIED CAPITAL CORPORATION AND SUBSIDIARIES

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

NOTE 12. DIVIDENDS AND DISTRIBUTIONS

     For the years ended December 31, 2000, 1999 and 1998, the Company declared
the following distributions:



                                             2000                  1999                  1998
                                     --------------------   -------------------   -------------------
                                      TOTAL     TOTAL PER    TOTAL    TOTAL PER    TOTAL    TOTAL PER
                                      AMOUNT      SHARE     AMOUNT      SHARE     AMOUNT      SHARE
                                     --------   ---------   -------   ---------   -------   ---------
                                                                          
(IN THOUSANDS, EXCEPT PER SHARE
  AMOUNTS)

First quarter......................  $ 30,715     $0.45     $23,286     $0.40     $18,025     $0.35
Second quarter.....................    33,150      0.45      23,746      0.40      17,966      0.35
Third quarter......................    34,751      0.46      24,768      0.40      17,976      0.35
Fourth quarter.....................    37,179      0.46      26,141      0.40      19,444      0.35
Annual extra distribution..........        --        --          --        --       1,676      0.03
                                     --------     -----     -------     -----     -------     -----
Total distributions to common
  shareholders.....................  $135,795     $1.82     $97,941     $1.60     $75,087     $1.43
                                     ========     =====     =======     =====     =======     =====


     For income tax purposes, distributions for 2000, 1999 and 1998 were
composed of the following:



                                                2000                  1999                  1998
                                        --------------------   -------------------   -------------------
                                                     TOTAL                 TOTAL                 TOTAL
                                         TOTAL        PER       TOTAL       PER       TOTAL       PER
                                         AMOUNT      SHARE     AMOUNT      SHARE     AMOUNT      SHARE
                                        --------   ---------   -------   ---------   -------   ---------
                                                                             
(IN THOUSANDS, EXCEPT PER SHARE
  AMOUNTS)

Ordinary income.......................  $116,321     $1.56     $76,948     $1.26     $49,397     $0.94
Long-term capital gains...............    19,474      0.26      20,993      0.34      25,690      0.49
                                        --------     -----     -------     -----     -------     -----
Total distributions to common
  shareholders........................  $135,795     $1.82     $97,941     $1.60     $75,087     $1.43
                                        ========     =====     =======     =====     =======     =====


     The following table summarizes the differences between financial statement
net income and taxable income for the years ended December 31, 2000, 1999 and
1998:



                                                            2000            1999             1998
                                                          --------         -------         --------
                                                                                  
(IN THOUSANDS)

Financial statement net income..........................  $143,101         $98,570         $ 78,078
Adjustments:
     Net unrealized gains...............................   (14,861)         (2,138)          (1,079)
     Amortization of discount...........................       233             129            2,207
     Post-Merger gain on securitization of commercial
       mortgage loans...................................        --              --          (14,812)
     Interest income from securitized commercial
       mortgage loans...................................     3,149           4,640            4,910
     Gains from disposition of portfolio assets.........     5,202          (4,547)           1,177
     Expenses not deductible for tax:
          Formula award.................................     1,374           2,158            6,242
          Other.........................................     1,197           1,053            1,393
     Other..............................................    (1,012)         (1,492)          (3,816)
     Income tax expense.................................        --              --              787
                                                          --------         -------         --------
Taxable income..........................................  $138,383         $98,373         $ 75,087
                                                          ========         =======         ========


                                       F-30
   112
                  ALLIED CAPITAL CORPORATION AND SUBSIDIARIES

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

NOTE 12. DIVIDENDS AND DISTRIBUTIONS, CONTINUED

     The Company must distribute at least 90% of its ordinary taxable income to
qualify for pass through tax treatment and maintain its RIC status.

NOTE 13. CONCENTRATIONS OF CREDIT RISK

     The Company places its cash with financial institutions and, at times, cash
held in checking accounts in financial institutions may be in excess of the
Federal Deposit Insurance Corporation insured limit. At December 31, 2000 and
1999, cash and cash equivalents consisted of the following:



                                                               2000      1999
                                                              -------   -------
                                                                  
(IN THOUSANDS)

Cash and cash equivalents...................................  $11,337   $24,419
Less escrows held...........................................   (8,888)   (6,264)
                                                              -------   -------
          Total cash and cash equivalents...................  $ 2,449   $18,155
                                                              =======   =======


NOTE 14. SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION

     During 2000, 1999 and 1998, the Company paid $54,112,000, $21,092,000, and
$21,708,000, respectively, for interest and income taxes. During 2000, 1999, and
1998, the Company's non-cash investing activities totaled $88,062,000,
$19,320,000, and $1,265,000, respectively. During 2000, 1999, and 1998, the
Company's non-cash financing activities totaled $92,835,000, $10,241,000, and
$6,237,000, respectively, and includes common stock issuance resulting from
stock option exercises and dividend reinvestment shares issued. The Company's
non-cash investing and financing activities for the year ended December 31, 2000
includes the issuance of $86.1 million of the Company's common stock to acquire
BLC Financial Services, Inc. as discussed in Note 1.

NOTE 15. SELECTED QUARTERLY DATA (UNAUDITED)



                                                                      2000
                                                      -------------------------------------
                                                       QTR 1     QTR 2     QTR 3     QTR 4
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)              -------   -------   -------   -------
                                                                        
Total interest and related portfolio income.........  $43,897   $49,965   $55,992   $61,735
Net operating income before net realized and
  unrealized gains..................................  $22,573   $24,700   $30,719   $34,725
Net increase in net assets resulting from
  operations........................................  $29,581   $34,790   $36,449   $42,281
Basic earnings per common share.....................  $  0.45   $  0.50   $  0.48   $  0.52
Diluted earnings per common share...................  $  0.45   $  0.50   $  0.48   $  0.52




                                                                          1999
                                                          -------------------------------------
                                                           QTR 1     QTR 2     QTR 3     QTR 4
                                                          -------   -------   -------   -------
                                                                            
Total interest and related portfolio income.............  $27,678   $33,186   $37,998   $42,278
Net operating income before net realized and unrealized
  gains.................................................  $13,830   $16,619   $19,273   $21,319
Net increase in net assets resulting from operations....  $18,580   $22,121   $26,944   $30,925
Basic earnings per common share.........................  $  0.33   $  0.38   $  0.44   $  0.49
Diluted earnings per common share.......................  $  0.33   $  0.38   $  0.44   $  0.49


                                       F-31
   113

                  ALLIED CAPITAL CORPORATION AND SUBSIDIARIES

                          CONSOLIDATING BALANCE SHEET



                                                                  DECEMBER 31, 2000
                                           ---------------------------------------------------------------
                                             ALLIED       ALLIED                              CONSOLIDATED
                                            CAPITAL     INVESTMENT   OTHERS    ELIMINATIONS      TOTAL
                                           ----------   ----------   -------   ------------   ------------
(IN THOUSANDS)
                                                                               
                                                  ASSETS
Portfolio at value:
    Private finance......................  $1,134,409    $148,058    $    --    $      --      $1,282,467
    Commercial real estate finance.......     408,113       4,605     92,816           --         505,534
    Small business finance...............          --          --         --           --              --
    Investments in subsidiaries..........     142,169          --         --     (142,169)             --
                                           ----------    --------    -------    ---------      ----------
         Total portfolio at value........   1,684,691     152,663     92,816     (142,169)      1,788,001
Cash and cash equivalents................          41         802      1,606           --           2,449
Intercompany notes and receivables.......      29,444         225        798      (30,467)             --
Other assets.............................      57,891       5,285        191           --          63,367
                                           ----------    --------    -------    ---------      ----------
         Total assets....................  $1,772,067    $158,975    $95,411    $(172,636)     $1,853,817
                                           ==========    ========    =======    =========      ==========

                                   LIABILITIES AND SHAREHOLDERS' EQUITY
Liabilities:
    Notes payable and debentures.........  $  626,298    $ 78,350    $    --    $      --      $  704,648
    Revolving credit facilities..........      82,000          --         --           --          82,000
    Accounts payable and other
      liabilities........................      28,502       1,800        175           --          30,477
    Dividends and distributions
      payable............................          --       2,795      3,700       (6,495)             --
    Intercompany notes and payables......       5,575       1,651     16,746      (23,972)             --
                                           ----------    --------    -------    ---------      ----------
         Total liabilities...............     742,375      84,596     20,621      (30,467)        817,125
                                           ----------    --------    -------    ---------      ----------
Commitments and Contingencies
Preferred stock..........................          --       7,000         --           --           7,000
Shareholders' Equity:
    Common stock.........................           9          --          1           (1)              9
    Additional paid-in capital...........   1,043,653      43,873     72,254     (116,127)      1,043,653
    Notes receivable from sale of common
      stock..............................     (25,083)         --         --           --         (25,083)
    Net unrealized appreciation
      (depreciation) on portfolio........      19,378       7,233     (1,720)      (5,513)         19,378
    Undistributed (distributions in
      excess of) earnings................      (8,265)     16,273      4,255      (20,528)         (8,265)
                                           ----------    --------    -------    ---------      ----------
         Total shareholders' equity......   1,029,692      67,379     74,790     (142,169)      1,029,692
                                           ----------    --------    -------    ---------      ----------
         Total liabilities and
           shareholders' equity..........  $1,772,067    $158,975    $95,411    $(172,636)     $1,853,817
                                           ==========    ========    =======    =========      ==========


  The accompanying notes are an integral part of these consolidating financial
                                  statements.

                                       F-32
   114

                  ALLIED CAPITAL CORPORATION AND SUBSIDIARIES

                     CONSOLIDATING STATEMENT OF OPERATIONS



                                                               FOR THE YEAR ENDED DECEMBER 31, 2000
                                              -----------------------------------------------------------------------
                                               ALLIED      ALLIED     ALLIED                             CONSOLIDATED
                                              CAPITAL    INVESTMENT    SBLC     OTHERS    ELIMINATIONS      TOTAL
                                              --------   ----------   -------   -------   ------------   ------------
(IN THOUSANDS)
                                                                                       
Interest and Related Portfolio Income
    Interest and dividends..................  $155,790    $15,248     $ 4,958   $ 6,311     $     --       $182,307
    Intercompany interest...................     5,533         --          --        --       (5,533)            --
    Premiums from loan dispositions.........     6,583        117       9,438        --           --         16,138
    Income from investments in wholly owned
      subsidiaries..........................    26,147         --          --        --      (26,147)            --
    Investment advisory fees and other
      income................................    10,166        103       1,915       960           --         13,144
                                              --------    -------     -------   -------     --------       --------
         Total interest and related
           portfolio income.................   204,219     15,468      16,311     7,271      (31,680)       211,589
                                              --------    -------     -------   -------     --------       --------
Expenses
    Interest................................    51,043      6,369          --        --           --         57,412
    Intercompany interest...................        --        170       4,861       502       (5,533)            --
    Employee................................    19,375         --          --       467           --         19,842
    Administrative..........................    14,001         72       1,035       327           --         15,435
                                              --------    -------     -------   -------     --------       --------
         Total operating expenses...........    84,419      6,611       5,896     1,296       (5,533)        92,689
                                              --------    -------     -------   -------     --------       --------
    Formula and cut-off awards..............     6,183         --          --        --           --          6,183
                                              --------    -------     -------   -------     --------       --------
Net operating income before net realized and
  unrealized gains..........................   113,617      8,857      10,415     5,975      (26,147)       112,717
Net Realized and Unrealized Gains
    Net realized gains (losses).............    14,623      1,585        (558)     (127)          --         15,523
    Net unrealized gains (losses)...........    14,861      5,178        (940)      615       (4,853)        14,861
                                              --------    -------     -------   -------     --------       --------
         Total net realized and unrealized
           gains (losses)...................    29,484      6,763      (1,498)      488       (4,853)        30,384
                                              --------    -------     -------   -------     --------       --------
Net increase in net assets resulting from
  operations................................  $143,101    $15,620     $ 8,917   $ 6,463     $(31,000)      $143,101
                                              ========    =======     =======   =======     ========       ========


  The accompanying notes are an integral part of these consolidating financial
                                  statements.

                                       F-33
   115

                  ALLIED CAPITAL CORPORATION AND SUBSIDIARIES

                     CONSOLIDATING STATEMENT OF CASH FLOWS



                                                        FOR THE YEAR ENDED DECEMBER 31, 2000
                                     --------------------------------------------------------------------------
                                      ALLIED       ALLIED      ALLIED                              CONSOLIDATED
                                      CAPITAL    INVESTMENT     SBLC      OTHERS    ELIMINATIONS      TOTAL
                                     ---------   ----------   --------   --------   ------------   ------------
(IN THOUSANDS)
                                                                                 
Cash Flows from Operating
  Activities
    Net increase in net assets
      resulting from operations....  $ 143,101    $ 15,620    $  8,917   $  6,463     $(31,000)     $ 143,101
    Adjustments
      Net unrealized (gains)
         losses....................    (14,861)     (5,178)        940       (615)       4,853        (14,861)
      Depreciation and
         amortization..............        925          --          --         --           --            925
      Amortization of loan
         discounts and fees........     (8,995)       (737)       (369)        --           --        (10,101)
      Changes in other assets and
         liabilities...............        442      (1,487)      2,097        984           --          2,036
                                     ---------    --------    --------   --------     --------      ---------
         Net cash provided by
           operating activities....    120,612       8,218      11,585      6,832      (26,147)       121,100
                                     ---------    --------    --------   --------     --------      ---------
Cash Flows from Investing
  Activities
    Portfolio investments..........   (723,825)    (32,384)   (133,042)        --           --       (889,251)
    Repayments of investment
      principal....................    125,840      21,156       7,116         --           --        154,112
    Proceeds from loan sales.......    179,293          --     100,951         --           --        280,244
    Net change in intercompany
      investments..................    (10,791)    (17,223)     10,207     (8,340)      26,147             --
    Other investing activities.....     (2,488)      2,194         927        784           --          1,417
                                     ---------    --------    --------   --------     --------      ---------
         Net cash used in investing
           activities..............   (431,971)    (26,257)    (13,841)    (7,556)      26,147       (453,478)
                                     ---------    --------    --------   --------     --------      ---------
Cash Flows from Financing
  Activities
    Sale of common stock...........    250,912          --          --         --           --        250,912
    Collections of notes receivable
      from sale of common stock....      6,363          --          --         --           --          6,363
    Common dividends and
      distributions paid...........   (131,022)         --          --         --           --       (131,022)
    Preferred stock dividends
      paid.........................         --        (220)         --        (10)          --           (230)
    Net borrowings under notes
      payable and debentures.......    201,598      15,700          --         --           --        217,298
    Net repayments under revolving
      lines of credit..............    (23,500)         --          --         --           --        (23,500)
    Other financing activities.....     (3,149)         --          --         --           --         (3,149)
                                     ---------    --------    --------   --------     --------      ---------
         Net cash provided by (used
           in) financing
           activities..............    301,202      15,480          --        (10)          --        316,672
                                     ---------    --------    --------   --------     --------      ---------
Net decrease in cash and cash
  equivalents......................  $ (10,157)   $ (2,559)   $ (2,256)  $   (734)    $     --      $ (15,706)
                                     ---------    --------    --------   --------     --------      ---------
Cash and cash equivalents at
  beginning of year................  $  10,198    $  3,361    $  2,256   $  2,340     $     --      $  18,155
                                     ---------    --------    --------   --------     --------      ---------
Cash and cash equivalents at end of
  year.............................  $      41    $    802    $     --   $  1,606     $     --      $   2,449
                                     =========    ========    ========   ========     ========      =========


  The accompanying notes are an integral part of these consolidating financial
                                  statements.

                                       F-34
   116

                    REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

TO THE SHAREHOLDERS AND BOARD OF DIRECTORS OF ALLIED CAPITAL CORPORATION AND
SUBSIDIARIES:

     We have audited the accompanying consolidated balance sheets of Allied
Capital Corporation and subsidiaries as of December 31, 2000 and 1999, including
the consolidated statement of investments as of December 31, 2000, and the
related consolidated statements of operations, changes in net assets and cash
flows for each of the three years in the period then ended. These consolidated
financial statements and supplementary consolidating financial information
referred to below are the responsibility of the Company's management. Our
responsibility is to express an opinion on these consolidated financial
statements and supplementary consolidating financial information referred to
below based on our audits.

     We conducted our audits in accordance with auditing standards generally
accepted in the United States. Those standards require that we plan and perform
the audit to obtain reasonable assurance about whether the financial statements
are free of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements.
These procedures included physical counts of investments. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

     As discussed in Note 2, the consolidated financial statements include
investments valued at $1,788,001,000 as of December 31, 2000 and $1,228,497,000
as of December 31, 1999 (96 percent and 95 percent, respectively, of total
assets) whose values have been estimated by the board of directors in the
absence of readily ascertainable market values. We have reviewed the procedures
used by the board of directors in arriving at its estimate of value of such
investments and have inspected the underlying documentation, and in the
circumstances we believe the procedures are reasonable and the documentation
appropriate. However, because of the inherent uncertainty of valuation, the
board of directors' estimate of values may differ significantly from the values
that would have been used had a ready market existed for the investments, and
the differences could be material.

     In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the financial position of Allied
Capital Corporation and subsidiaries as of December 31, 2000 and 1999, and the
consolidated results of their operations, changes in net assets and cash flows
for each of the three years in the period then ended in conformity with
accounting principles generally accepted in the United States.

     Our audit was made for the purpose of forming an opinion on the basic
consolidated financial statements taken as a whole. The supplementary
consolidating balance sheet and related consolidating statements of operations
and cash flows are presented for purposes of additional analysis and are not a
required part of the basic financial statements. This information has been
subjected to the auditing procedures applied in our audit of the basic
consolidated financial statements and in our opinion, is fairly stated in all
material respects in relation to the basic financial statements taken as a
whole.

/s/ Arthur Anderson

Vienna, Virginia
February 13, 2001

                                       F-35
   117

                           ALLIED CAPITAL CORPORATION

                      STATEMENT OF ADDITIONAL INFORMATION
                                 MARCH 30, 2001

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

     This Statement of Additional Information ("SAI") is not a prospectus, and
should be read in conjunction with the prospectus dated March 30, 2001 relating
to this offering and the accompanying prospectus supplement, if any. You can
obtain a copy of the prospectus by calling Allied Capital Corporation at
1-888-818-5298 and asking for Investor Relations. Terms not defined herein have
the same meaning as given to them in the prospectus.

                               TABLE OF CONTENTS



                                                        PAGE IN THE       LOCATION
                                                         STATEMENT       OF RELATED
                                                       OF ADDITIONAL   DISCLOSURE IN
                                                        INFORMATION    THE PROSPECTUS
                                                       -------------   --------------
                                                                 
General Information and History......................       B-2         1;13;32
Investment Objective and Policies....................       B-2         1;13;32
Management...........................................       B-2            49
     Compensation of Executive Officers and
       Directors.....................................       B-2            53
     Compensation of Directors.......................       B-3            54
     Stock Option Awards.............................       B-3            54
     Formula Award and Cut-Off Award.................       B-5            55
     Committees of the Board of Directors............       B-5           N/A
Control Persons and Principal Holders of
  Securities.........................................       B-6           N/A
Investment Advisory Services.........................       B-7          37;49
Safekeeping, Transfer and Dividend Paying Agent and
  Registrar..........................................       B-7            69
Brokerage Allocation and Other Practices.............       B-7           N/A


                           -------------------------
                                       B-1
   118

                        GENERAL INFORMATION AND HISTORY

     This SAI contains information with respect to Allied Capital Corporation
(the "Company"). The Company changed its name from "Allied Capital Lending
Corporation" to "Allied Capital Corporation," effective upon the merger, which
was consummated on December 31, 1997. The Company is a registered investment
adviser. The Company was initially organized as a corporation in the District of
Columbia in 1976 and was reincorporated in the state of Maryland in 1990.

                       INVESTMENT OBJECTIVE AND POLICIES

     The investment objective of the Company is to achieve current income and
capital gains. The Company seeks to achieve its investment objective by
providing investment capital to private companies and undervalued public
companies in a variety of different industries and diverse geographic locations
throughout the United States. We focus on investments in two areas: private
finance and commercial real estate finance, primarily the purchase of commercial
mortgage-backed securities ("CMBS"). Our investment portfolio consists primarily
of long-term unsecured loans with equity features, commercial mortgage-backed
securities, and commercial mortgage loans. At December 31, 2000, our investment
portfolio totaled $1.8 billion. A discussion of the selected financial data,
supplementary financial information and management's discussion and analysis of
financial condition and results of operations is included in the prospectus. In
addition to its core lending business, the Company also provides advisory
services to private investment funds.

                                   MANAGEMENT

COMPENSATION OF EXECUTIVE OFFICERS AND DIRECTORS

     Under Commission rules applicable to BDCs, we are required to set forth
certain information regarding the compensation of certain executive officers and
directors. The following table sets forth compensation paid by the Company in
all capacities during the year ended December 31, 2000 to the directors and the
three highest paid executive officers of the Company, collectively, the
"Compensated Persons".

                               COMPENSATION TABLE



                                                AGGREGATE     SECURITIES                 DIRECTORS
                                               COMPENSATION   UNDERLYING   PENSION OR    FEES PAID
                                                 FROM THE      OPTIONS/    RETIREMENT      BY THE
              NAME AND POSITION                 COMPANY(1)     SARS(4)      BENEFITS     COMPANY(5)
              -----------------                ------------   ----------   ----------   ------------
                                                                            
William L. Walton, Chairman and CEO(2).......   $2,582,916     755,500        --          $     0
Joan M. Sweeney, Managing Director(2)........    1,438,699     285,000        --                0
John M. Scheurer, Managing Director(2).......    1,002,463     125,000        --                0
Brooks H. Browne, Director...................       14,000       5,000        --           14,000
John D. Firestone, Director..................       19,500       5,000        --           19,500
Anthony T. Garcia, Director..................       12,000       5,000        --           12,000
Lawrence I. Hebert, Director.................        7,000       5,000        --            7,000
John I. Leahy, Director......................       23,000       5,000        --           23,000
Robert E. Long, Director.....................       22,000       5,000        --           22,000
Warren K. Montouri, Director.................       16,000       5,000        --           16,000
Guy T. Steuart II, Director..................       14,000       5,000        --           14,000
T. Murray Toomey, Director...................        8,000       5,000        --            8,000


                                       B-2
   119



                                                AGGREGATE     SECURITIES                 DIRECTORS
                                               COMPENSATION   UNDERLYING   PENSION OR    FEES PAID
                                                 FROM THE      OPTIONS/    RETIREMENT      BY THE
              NAME AND POSITION                 COMPANY(1)     SARS(4)      BENEFITS     COMPANY(5)
              -----------------                ------------   ----------   ----------   ------------
                                                                            
Laura W. van Roijen, Director................        8,000       5,000        --            8,000
George C. Williams, Jr., Director and
  Chairman Emeritus(3).......................      735,352          --        --           17,000


---------------
(1) There were no perquisites paid by the Company in excess of the lesser of
    $50,000 or 10% of the Compensated Person's total salary and bonus for the
    year.
(2) The following table provides detail as to aggregate compensation paid during
    2000 as to the three highest paid executive officers of the Company:



                                                                            VESTED
                                                                           FORMULA     CUT-OFF     OTHER
                                                     SALARY     BONUS       AWARD       AWARD     BENEFITS
                                                    --------   --------   ----------   --------   --------
                                                                                   
      Mr. Walton..................................  $430,979   $650,000   $1,278,740   $170,156   $53,041
      Ms. Sweeney.................................   271,612    350,000      749,246     36,603    31,239
      Mr. Scheurer................................   262,727    335,000      347,590     29,248    27,898


    Included for each executive officer in "Other Benefits" is a contribution to
    the 401(k) Plan, life insurance premiums and a contribution to the Deferred
    Compensation Plan. See also "--Employment Agreements" and "--Formula Award
    and Cut-Off Award".
(3) In addition to director's fees, Mr. Williams received $144,000 in consulting
    fees, $52,373 in Cut-Off Award and $521,979 in vested Formula Award.
(4) See "Stock Option Awards" for terms of options granted in 2000. The Company
    does not maintain a restricted stock plan or a long-term incentive plan.
(5) Consists only of directors' fees paid by the Company during 2000. Such fees
    are also included in the column titled "Aggregate Compensation from the
    Company."

COMPENSATION OF DIRECTORS

     During 2000, each director received $1,000 for each Board of Directors or
committee meeting attended, except with respect to the members of the Executive
Committee, who each received an annual retainer of $10,000 in lieu of fees paid
for each Executive Committee meeting attended.

     Non-officer directors are eligible for stock option awards under the
Company's Stock Option Plan pursuant to an exemptive order from the Commission.
The terms of the order, which was granted in September 1999, provided for a
one-time grant of 10,000 options to each non-officer director on the date that
the order was issued, or on the date that any new director is elected to the
Board. Thereafter, each non-officer director will receive 5,000 options each
year on the date of the annual meeting of stockholders at the fair market value
on the date of grant. See "Stock Option Plan."

STOCK OPTION AWARDS

     The following table sets forth the details relating to option grants in
2000 to Compensated Persons under the Company's Stock Option Plan, and the
potential realizable value of each grant, as prescribed to be calculated by the
Commission. See "Stock Option Plan" in the Prospectus.

                                       B-3
   120

                           OPTIONS GRANTS DURING 2000



                                                                                       POTENTIAL REALIZABLE
                                                                                         VALUE AT ASSUMED
                               NUMBER OF                                                   ANNUAL RATES
                               SECURITIES    PERCENT OF                               OF STOCK APPRECIATION
                               UNDERLYING   TOTAL OPTIONS   EXERCISE                   OVER 10-YEAR TERM(3)
                                OPTIONS        GRANTED      PRICE PER   EXPIRATION   ------------------------
NAME                           GRANTED(1)    IN 2000(2)       SHARE        DATE          5%           10%
----                           ----------   -------------   ---------   ----------   ----------   -----------
                                                                                
William L. Walton............   755,500         18.15%       $16.81      05/26/10    $7,988,359   $20,244,070
Joan M. Sweeney..............   285,000          6.85%        16.81      05/26/10     3,013,477     7,636,744
John M. Scheurer.............   125,000          3.00%        16.81      05/26/10     1,321,701     3,349,449
Brooks H. Browne.............     5,000          0.12%        17.50      05/09/10        55,028       139,452
John D. Firestone............     5,000          0.12%        17.50      05/09/10        55,028       139,452
Anthony T. Garcia............     5,000          0.12%        17.50      05/09/10        55,028       139,452
Lawrence I. Hebert...........     5,000          0.12%        17.50      05/09/10        55,028       139,452
John I. Leahy................     5,000          0.12%        17.50      05/09/10        55,028       139,452
Robert E. Long...............     5,000          0.12%        17.50      05/09/10        55,028       139,452
Warren K. Montouri...........     5,000          0.12%        17.50      05/09/10        55,028       139,452
Guy T. Steuart II............     5,000          0.12%        17.50      05/09/10        55,028       139,452
T. Murray Toomey.............     5,000          0.12%        17.50      05/09/10        55,028       139,452
Laura W. van Roijen..........     5,000          0.12%        17.50      05/09/10        55,028       139,452


---------------
(1) Options granted to officers in 2000 generally vest in three equal
    installments beginning on the first anniversary date of the grant, with full
    vesting occurring on the third anniversary of the grant date or change of
    control of the Company. Options granted to non-officer directors vest
    immediately.

(2) In 2000, the Company granted options to purchase a total of 4,162,112
    shares.

(3) Potential realizable value is calculated on 2000 options granted, and is net
    of the option exercise price but before any tax liabilities that may be
    incurred. These amounts represent certain assumed rates of appreciation, as
    mandated by the Commission. Actual gains, if any, or stock option exercises
    are dependent on the future performance of the shares, overall market
    conditions, and the continued employment by the Company of the option
    holder. The potential realizable value will not necessarily be realized.

     The following table sets forth the details of option exercises by
Compensated Persons during 2000 and the values of those unexercised options at
December 31, 2000.

                  OPTION EXERCISES AND YEAR-END OPTION VALUES



                                                           NUMBER OF SECURITIES        VALUE OF UNEXERCISED IN-
                                                          UNDERLYING UNEXERCISED           THE-MONEY OPTIONS
                              SHARES                      OPTIONS AS OF 12/31/00           AS OF 12/31/00(2)
                            ACQUIRED ON      VALUE      ---------------------------   ---------------------------
           NAME              EXERCISE     REALIZED(1)   EXERCISABLE   UNEXERCISABLE   EXERCISABLE   UNEXERCISABLE
           ----             -----------   -----------   -----------   -------------   -----------   -------------
                                                                                  
William L. Walton.........       0              0         393,448       1,196,961      $195,582      $3,412,491
Joan M. Sweeney...........       0              0         212,310         522,476       161,162       1,397,480
John M. Scheurer..........       0              0         204,669         348,270       140,641         706,522
George C. Williams, Jr....       0              0         146,396           4,999        15,003          14,997
Brooks H. Browne..........       0              0          15,000               0        16,875               0
John D. Firestone.........       0              0          15,000               0        16,875               0
Anthony D. Garcia.........       0              0          15,000               0        16,875               0
Lawrence I. Hebert........       0              0          15,000               0        16,875               0
John I. Leahy.............       0              0          15,000               0        16,875               0
Robert E. Long............       0              0          15,000               0        16,875               0
Warren K. Montouri........       0              0          15,000               0        16,875               0
Guy T. Steuart II.........       0              0          15,000               0        16,875               0
T. Murray Toomey..........       0              0          15,000               0        16,875               0
Laura W. van Roijen.......       0              0          15,000               0        16,875               0


---------------
(1) Value realized is calculated as the closing market price on the date of
    exercise, net of option exercise price, but before any tax liabilities or
    transaction costs. This is the deemed market value, which may actually be
    realized only if the shares are sold at that price.
(2) Value of unexercised options is calculated as the closing market price on
    December 31, 2000 ($20.88), net of the option exercise price, but before any
    tax liabilities or transaction costs. "In-the-

                                       B-4
   121

    Money Options" are options with an exercise price that is less than the
    market price as of December 31, 2000.

FORMULA AWARD AND CUT-OFF AWARD

     Formula Award. The Formula Award was designed as an incentive compensation
program that would replace stock options of the predecessor companies that were
cancelled as a result of the Company's 1997 merger, and would balance share
ownership among key officers. The Company accrued the Formula Award over the
three-year period on the anniversary of the merger date (December 31) in 1998,
1999 and 2000. The Formula Award expense for 2000 totaled $5.7 million. The
terms of the Formula Award required that the award be contributed to the
Company's deferred compensation plan, and used to purchase shares of the Company
in the open market. See "Deferred Compensation Plan."

     Cut-Off Award. The Cut-Off Award was designed to cap the appreciated value
in unvested options at the merger announcement date in order to set the
foundation to balance option awards upon the merger on December 31, 1997. The
Cut-Off Award is payable for each canceled option as the canceled options would
have vested and vests automatically in the event of a change of control. The
Cut-Off Award is payable if the award recipient is employed by the Company on
the future vesting date. The Cut-Off Award expense for 2000 totaled $0.5
million.

COMMITTEES OF THE BOARD OF DIRECTORS

     The Board of Directors of the Company has established an Executive
Committee, an Audit Committee, a Compensation Committee and a Nominating
Committee.

     The Executive Committee has and may exercise those rights, powers and
authority that the Board of Directors from time to time grants to it, except
where action by the full Board is required by statute, an order of the
Securities and Exchange Commission (the "Commission") or the Company's charter
or bylaws. The Executive Committee also reviews and approves all investments of
$10 million or more. The Executive Committee consists of Messrs. Walton, Leahy,
Long, Montouri, and Williams. The Executive Committee met 34 times during 2000.

     The Audit Committee operates pursuant to a charter approved by the Board of
Directors, a copy of which is incorporated by reference to this registration
statement. The charter sets forth the responsibilities of the Audit Committee.
Generally, the Audit Committee recommends the selection of independent public
accountants for the Company, reviews with such independent public accountants
the planning, scope and results of their audit of the Company's financial
statements and the fees for services performed, reviews with the independent
public accountants the adequacy of internal control systems, reviews the
Company's annual financial statements and receives the Company's audit reports
and financial statements. The Audit Committee consists of Messrs. Browne, Leahy
and Steuart, all of whom are considered independent under the rules promulgated
by the Nasdaq Stock Market. The Audit Committee met six times during 2000.

     The Compensation Committee determines the compensation for the Company's
executive officers and the amount of salary and bonus to be included in the
compensation package for each of the Company's officers and employees. In
addition, the Compensation Committee approves stock option grants for the
Company's officers under the Company's Stock Option Plan. The Compensation
Committee consists of Messrs. Browne, Long, Firestone, and Garcia. The
Compensation Committee met five times during 2000.

     The Nominating Committee recommends candidates for election as directors to
the Board of Directors. The Nominating Committee consists of Messrs. Walton,
Hebert,

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   122

Toomey and Steuart, and Ms. van Roijen. The Nominating Committee met once during
2000.

              CONTROL PERSONS AND PRINCIPAL HOLDERS OF SECURITIES

     As of March 16, 2001, there were no persons that owned 25% or more of the
Company's outstanding voting securities, and no person would be deemed to
control the Company, as such term is defined in the 1940 Act.

     The following table sets forth, as of March 16, 2001, each current
director, the Chief Executive Officer, the Company's executive officers, and the
executive officers and directors as a group. The address for each director and
executive officer is 1919 Pennsylvania Avenue, NW, Washington, DC 20006. Unless
otherwise indicated, the Company believes that each beneficial owner set forth
in the table has sole voting and investment power. The Company is not aware of
any shareholder that beneficially owns more than 5% of the Company's outstanding
shares of common stock.



                                                       NUMBER OF
                                                         SHARES
NAME OF                                                  OWNED            PERCENTAGE
BENEFICIAL OWNER                                      BENEFICIALLY        OF CLASS(1)
----------------                                      ------------       -------------
                                                                   
DIRECTORS:
William L. Walton................................       1,196,158(2,4,9)      1.4%
Brooks H. Browne.................................          58,412(3)            *
John D. Firestone................................          45,203(3,11)         *
Anthony T. Garcia................................          73,112(3)            *
Lawrence I. Hebert...............................          31,800(3)            *
John I. Leahy....................................          31,818(3)            *
Robert E. Long...................................          24,796(3)            *
Warren K. Montouri...............................         241,182(3)            *
Guy T. Steuart II................................         333,180(3,5)          *
T. Murray Toomey, Esq............................          47,666(3,6)          *
Laura W. van Roijen..............................          47,122(3,12)         *
George C. Williams, Jr...........................         432,583(2)            *
EXECUTIVE OFFICERS:
Scott S. Binder..................................         189,564(2,10)         *
Samuel B. Guren..................................         102,500(2)            *
Philip A. McNeill................................         341,683(2)            *
Penni F. Roll....................................         111,461(2)            *
John M. Scheurer.................................         550,857(2)            *
Joan M. Sweeney..................................         548,458(2)            *
Thomas H. Westbrook..............................         237,410(2,8)          *
G. Cabell Williams III...........................         862,619(2,4)        1.0%
All directors and executive officers as a group
  (20 in number).................................       5,176,553(7)          5.9%


---------------
  * Less than 1%

 (1)  Based on a total of 85,877,875 shares of the Company's common stock issued
      and outstanding on March 16, 2001 and shares of the Company's common stock
      issuable upon the exercise of immediately exercisable stock options held
      by each individual executive officer and non-officer director.

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   123

 (2)  Share ownership for the following directors and executive officers
      includes:



                                                                     OPTIONS          ALLOCATED
                                                                   EXERCISABLE        TO 401(K)
                                                     OWNED       WITHIN 60 DAYS          PLAN
                                                    DIRECTLY    OF MARCH 16, 2001      ACCOUNT
                                                    --------    -----------------     ---------
                                                                            
     William L. Walton..........................    413,106          503,313             1,441
     Scott S. Binder............................     52,148          136,087             1,329
     Samuel B. Guren............................      2,500          100,000                 0
     Philip A. McNeill..........................    191,706          139,915            10,062
     Penni F. Roll..............................     53,269           53,916             4,276
     John M. Scheurer...........................    268,568          257,524            24,765
     Joan M. Sweeney............................    272,075          265,523            10,860
     Thomas H. Westbrook........................    190,041           47,369                 0
     George C. Williams, Jr. ...................    286,187          146,396                 0
     G. Cabell Williams, III....................    399,335          183,545            76,864


 (3)  Beneficial ownership includes exercisable options to purchase 15,000
      shares, except Mr. Toomey who has 11,000 shares.
 (4)  Includes 279,739 shares held by the 401(k) Plan, of which Messrs. Walton
      and Williams III are co-trustees. Messrs. Walton and Williams III disclaim
      beneficial ownership of such shares.
 (5)  Includes 276,691 shares held by a corporation for which Mr. Steuart II
      serves as an executive officer.
 (6)  Shares are held by a trust for the benefit of Mr. Toomey and his wife.
 (7)  Includes a total of 1,979,588 shares underlying stock options exercisable
      within 60 days of March 16, 2001, which are assumed to be outstanding for
      the purpose of calculating the group's percentage ownership, and 279,739
      shares held by the 401(k) Plan.
 (8)  Includes certain shares held in IRA or Keogh accounts: Walton -- 9,799
      shares; Firestone -- 1,742 shares; van Roijen -- 3,820 shares;
      Binder -- 273 shares; Westbrook -- 15,865 shares.

                          INVESTMENT ADVISORY SERVICES

     The Company is internally managed and therefore has not entered into any
advisory agreement with, nor pays advisory fees to, an outside investment
adviser. The Company is a registered investment adviser under the Advisers Act
and provides advisory services to one other entity. The Company's officers
provide investment and portfolio management services for the Company, as well as
the investments of the other managed entities. See "Management" in the
prospectus for additional information about the Company's executive officers.
Our investment decisions in each business area are made by investment
committees, composed of the Company's most senior investment professionals. In
addition, in certain instances where risk/return characteristics warrant and for
every transaction larger than $10 million, the Executive Committee of the Board
of Directors must also approve the transaction. See "Management" in the
prospectus.

         SAFEKEEPING, TRANSFER AND DIVIDEND PAYING AGENT AND REGISTRAR

     The investments of the Company and its subsidiaries are held in safekeeping
by Riggs Bank N.A. ("Riggs") at 808 17th Street, N.W., Washington, D.C. 20006.
LaSalle National Bank, located at 25 Northwest Point Boulevard, Suite 800, Elk
Grove Village, Illinois 60007, serves as the trustee and custodian with respect
to assets of the Company held for securitization purposes. American Stock
Transfer & Trust Company, 59 Maiden Lane, New York, New York 10038 acts as the
Company's transfer, dividend paying and reinvestment plan agent and registrar.

                    BROKERAGE ALLOCATION AND OTHER PRACTICES

     Since the Company generally acquires and disposes of its investments in
privately negotiated transactions, it infrequently uses brokers in the normal
course of business.

                                       B-7