RANDOLPH CAPITAL GROUP INC
N-6F/A, 1999-10-15
MANAGEMENT SERVICES
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     The undersigned hereby notifies the Securities and Exchange Commission that
it intends to file a  notification  of  election  to be subject to  sections  55
through 65 of the  Investment  Company Act of 1940 (the "Act") and in connection
with such notice submits the following information:

Name:     Randolph Capital Group, Inc.

Address of Principal Business Office:   175 North Harbor Drive, Suite 4502
                                        Chicago, Illinois 60601

Telephone Number:  (312) 819-1730

Name and address of agent for service of process:

                                        The Company Corporation
                                        1013 Centre Road
                                        Wilmington, Delaware 19805

     The undersigned hereby notifies the Securities and Exchange Commission that
it intends to file a  notification  of  election  to be subject to  sections  55
through 65 of the Act within  ninety days of this filing.  The company  would be
excluded from the definition of an investment  company by section 3(c)(1) of the
Act,  except  that it  presently  proposes  to  make a  public  offering  of its
securities as a business development company.

SIGNATURE

     Pursuant to the  requirements  of section 6(f) of the Act, the  undersigned
company  has caused  this notice of intent to elect to be subject to sections 55
through 65 of the Act pursuant to section  54(a) of the Act to be duly  executed
on its behalf in the city of Chicago  and the state of  Illinois on the 14th day
of October, 1999.

                                   By:  /s/  Omar A. Rizvi
                                        ----------------------------------------
                                   Title:    CEO
                                             Randolph Capital Group, Inc.


                              Attest:  /s/  Scott K. Lindenberger
                                       -----------------------------------------
                                   Title:    Corporate Secretary
                                             Randolph Capital Group, Inc.


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