WESTERN PENNSYLVANIA ADVENTURE CAPITAL FUND
N-54A, 1996-10-21
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    As filed with the Securities and Exchange Commission on October 21, 1996

                     U.S. SECURITIES AND EXCHANGE COMMISSION
                     =======================================
                             Washington, D.C. 20549

                                   FORM N-54A

                    NOTIFICATION OF ELECTION TO BE SUBJECT TO
          SECTIONS 55 THROUGH 65 OF THE INVESTMENT COMPANY ACT OF 1940
                   FILED PURSUANT TO SECTION 54(a) OF THE ACT



     The undersigned business development company hereby notifies the Securities
and Exchange  Commission  that it elects,  pursuant to the provisions of section
54(a) of the  Investment  Company Act of 1940 (the "Act"),  to be subject to the
provisions  of sections 55 through 65 of the Act and,  in  connection  with such
notification of election, submits the following information:

Name:   Western Pennsylvania Adventure Capital Fund

Address of Principal Business Office (No. & Street, City, State, Zip Code):
                                4516 Henry Street
                              Pittsburgh, PA 15213

Telephone Number (including area code): (412) 578-3481


Name and address of agent for service
of process:                                     Copy to:
      G. Richard Patton, President                Jeffrey W. Letwin, Esq.
      Western Pennsylvania Adventure              Doepken Keevican & Weiss, P.C.
        Capital Fund                              37th Floor, USX Tower
      4516 Henry Street                           600 Grant Street
      Pittsburgh, PA 15213                        Pittsburgh, PA 15219

      Check one of the following:

/x/ The  company  has  filed a  registration  statement  for a class  of  equity
securities  pursuant to section 12 of the  Securities  and Exchange Act of 1934.
Give the file  number of the  registration  statement  or, if the file number is
unknown or has not yet been  assigned,  give the date on which the  registration
statement was filed: September 6, 1996


<PAGE>


/ / The company is relying on rule 12g-2 under the  Securities  Exchange  Act of
1934 in lieu of filing a registration statement for a class of equity securities
under that Act.

     The file number of the  registration as an investment  company  pursuant to
section 8(a) of the Act, if any, of the company:                (Not applicable)

     The file number of the  registration as an investment  company  pursuant to
section  8(a) of the  Act,  if  any,  of any  subsidiary  of the  company:
                                                                (Not applicable)

     The undersigned company certifies that it is a closed-end company organized
under the laws of  Pennsylvania  and with its  principal  place of  business  in
Pennsylvania  that it will be operated for the purpose of making  investments in
securities  described in sections 55(a)(1) through (3) of the Investment Company
Act of 1940; and that it will make available  significant  managerial assistance
with respect to issuers of such securities to the extent required by the Act.

     Pursuant to the requirements of the Act, the undersigned company has caused
this  notification  of  election  to be subject to sections 55 through 65 of the
Investment  Company  Act of 1940 to be duly  signed on its behalf in the City of
Pittsburgh and Commonwealth of Pennsylvania on the ____ day of October, 1996.


[SEAL]                        WESTERN PENNSYLVANIA ADVENTURE CAPITAL FUND

                              By:  /s/ G. Richard Patton
                                 ---------------------------------------
                                   G. Richard Patton
                                   President and Chief Executive Officer


Attest:__________________________________

       Name:_____________________________

       Title:____________________________



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