- Form 13F Holdings Report (13F-HR)

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Form 13F

FORM 13F COVER PAGE

Report for the Calendar Year or Quarter Ended: June 30, 2009

Check here if Amendment [_]; Amendment Number:

This Amendment (Check only one.): [_] is a restatement.
[_] adds new holdings entries.

Institutional Investment Manager Filing this Report:

Name: American Capital, Ltd.
Address: 2 Bethesda Metro Center, 14th Floor
 Bethesda, MD 20814

Form 13F File Number: 028-13371

The institutional investment manager filing this report and the person by whom it is signed hereby represent that the person signing the report is authorized to submit it, that all information contained herein is true, correct and complete, and that it is understood that all required items, statements, schedules, lists, and tables, are considered integral parts of this form.

Person Signing this Report on Behalf of Reporting Manager:

Name: Samuel A. Flax
Title: Executive Vice President, Chief Compliance Officer, Secretary and
 General Counsel
Phone: 301-951-6122

Signature, Place, and Date of Signing:

 /s/ Samuel A. Flax Bethesda, MD August 12, 2009
-------------------------- ------------------------- -------------------------
 [Signature] [City, State] [Date]

Report Type (Check only one.):

[X] 13F HOLDINGS REPORT. (Check here if all holdings of this reporting manager
are reported in this report.)

[_] 13F NOTICE. (Check here if no holdings reported are in this report, and all
holdings are reported by other reporting manager(s).)

[_] 13F COMBINATION REPORT. (Check here if a portion of the holdings for this
reporting manager are reported in this report and a portion are reported by
other reporting manager(s).)

List of Other Managers Reporting for this Manager: NONE

FORM 13F SUMMARY PAGE

Report Summary:

Number of Other Included Managers: 0
Form 13F Information Table Entry Total: 1
Form 13F Information Table Value Total: $114,852
 (thousands)

List of Other Included Managers: NONE

FORM 13F INFORMATION TABLE

 VOTING AUTHORITY
NAME OF TITLE OF VALUE SHRS OR PUT/ INVESTMENT OTHER -------------------------------
ISSUER CLASS CUSIP (x$1000) PRN AMT SH/PRN CALL DISCRETION MANAGERS SOLE SHARED NONE
--------- -------- --------- -------- --------- --------- -------- ------------- -------- ----------- ---------- --------
American Common 02503X105 $114,852 5,000,100 SH SOLE N/A 5,000,100
Capital Stock
Agency
Corp.

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