[AMERICAN CAPITAL, LTD. LETTERHEAD]
February 27, 2012
VIA EDGAR
Mary Cole, Esq.
Securities and Exchange Commission
Division of Investment Management
100 F Street, N. E.
Washington, D.C. 20549
| RE: | American Capital, Ltd. Preliminary Proxy Statement for 2012 |
| Annual Meeting of Stockholders (File No. 814-149) |
Dear Ms. Cole:
American Capital, Ltd. (the “Company”) has filed today via EDGAR with the Securities and Exchange Commission (the “Commission”) a Preliminary Proxy Statement (the “Preliminary Proxy Statement”) for its 2012 Annual Meeting of Stockholders to be held on April 27, 2012. We submit herewith a courtesy copy of the Preliminary Proxy Statement for your review.
We would appreciate receiving any comments at the Staff’s earliest convenience. If we can be of assistance in facilitating the Staff’s review of the Preliminary Proxy Statement, please contact Cydonii V. Fairfax, Vice President and Deputy General Counsel of the Company, at (301) 841-1384 or me at (301) 841-1405.
Sincerely,
/s/ Samuel A. Flax
Samuel A. Flax
Executive Vice President, General Counsel, Chief
Compliance Officer and Secretary
