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                                                                   EXHIBIT 23(a)



                          [MATTHEWS, CARTER AND BOYCE]



                       CONSENT OF INDEPENDENT ACCOUNTANTS


As independent accountants, we hereby consent to the incorporation by reference
in the registration statement on Form S-8 of our report dated February 4, 1997
incorporated by reference in Allied Capital Corporation II's Form 10-K for the
year ended December 31, 1996.


                                        /s/  MATTHEWS, CARTER AND BOYCE 

McLean, Virginia 
July 2, 1997