EXHIBIT (a)(2)


                           APOLLO CAPITAL CORPORATION
                             ARTICLES OF AMENDMENT



     Apollo Capital Corporation, a Maryland corporation (the "Corporation"),
hereby certifies to the State Department of Assessments and Taxation of Maryland
that:

     FIRST: Article SECOND of the charter of the Corporation (the "Charter") is
hereby amended to change the name of the Corporation to "Apollo Investment
Corporation".

     SECOND: The foregoing amendment to the Charter was approved by a majority
of the entire Board of Directors of the Corporation and was limited to a change
expressly authorized by Section 2-605(a)(1) of the Maryland General Corporation
Law without action by the stockholders.

     THIRD: The undersigned President of the Corporation acknowledges these
Articles of Amendment to be the corporate act of the Corporation and, as to all
matters or facts required to be verified under oath, the undersigned President
acknowledges that, to the best of his knowledge, information and belief, these
matters and facts are true in all material respects and that this statement
is made under the penalties for perjury.

     IN WITNESS WHEREOF, the Corporation has caused these Articles of Amendment
to be executed in its name and on its behalf by its President and attested by
its Secretary this 13th day of February, 2004.


ATTEST:                             APOLLO CAPITAL CORPORATION


/s/ Michael D. Weiner               By: /s/ Michael S. Gross
------------------------------      ------------------------------
Michael D. Weiner                   Michael S. Gross
Secretary                           President