Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
LEAHY JOHN I
   2. Issuer Name and Ticker or Trading Symbol
ALLIED CAPITAL CORP [ALD] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last)
(First)
(Middle)
1919 PENNSYLVANIA AVENUE, NW, 3RD FLOOR		 3. Date of Earliest Transaction (Month/Day/Year)
07/18/2007
(Street)

WASHINGTON, DC 20006		 4. If Amendment, Date Original Filed(Month/Day/Year)
 6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)		 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)		 4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)		 5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)		 6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)		 7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 07/18/2007   A   5,319 A $ 31.75 25,137 D  

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)		 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8)		 5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)		 6. Date Exercisable and Expiration Date
(Month/Day/Year)		 7. Title and Amount of Underlying Securities
(Instr. 3 and 4)		 8. Price of Derivative Security
(Instr. 5)		 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)		 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)		 11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Non-Qualified Stock Option (right to buy) $ 17.5 07/18/2007   D     2,500 05/09/2000 05/09/2010 Common Stock 2,500 (1) 0 D  
Non-Qualified Stock Option (right to buy) $ 21.62 07/18/2007   D     5,000 05/13/2003 05/13/2013 Common Stock 5,000 (1) 0 D  
Non-Qualified Stock Option (right to buy) $ 22.063 07/18/2007   D     10,000 09/08/1999 09/08/2009 Common Stock 10,000 (1) 0 D  
Non-Qualified Stock Option (right to buy) $ 22.78 07/18/2007   D     5,000 05/08/2001 05/08/2011 Common Stock 5,000 (1) 0 D  
Non-Qualified Stock Option (right to buy) $ 24.44 07/18/2007   D     5,000 05/12/2004 05/12/2014 Common Stock 5,000 (1) 0 D  
Non-Qualified Stock Option (right to buy) $ 25.97 07/18/2007   D     5,000 05/07/2002 05/07/2012 Common Stock 5,000 (1) 0 D  
Non-Qualified Stock Option (right to buy) $ 26.8 07/18/2007   D     5,000 05/17/2005 05/17/2015 Common Stock 5,000 (1) 0 D  
Non-Qualified Stock Option (right to buy) $ 29.58 07/18/2007   D     5,000 05/15/2007 05/15/2014 Common Stock 5,000 (1) 0 D  
Non-Qualified Stock Option (right to buy) $ 30 07/18/2007   D     5,000 05/16/2006 05/16/2013 Common Stock 5,000 (1) 0 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
LEAHY JOHN I
1919 PENNSYLVANIA AVENUE, NW
3RD FLOOR
WASHINGTON, DC 20006		   X      

Signatures

 s/ John I Leahy   07/19/2007
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) On July 18, 2007, the issuer canceled, pursuant to the issuer's tender offer, options previously granted to the reporting person. In exchange for the options, the reporting person received an option cancellation payment ("OCP") which was paid one-half in cash and one-half in unregistered shares of the issuer's common stock. The value of the OCP was equal to the difference between the weighted average market price of $31.75, less the exercise price of the option, multiplied by the number options canceled.

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