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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-54C
NOTIFICATION OF WITHDRAWAL OF ELECTION TO BE SUBJECT TO
SECTIONS 55 THROUGH 65 OF THE INVESTMENT COMPANY ACT OF 1940
FILED PURSUANT TO SECTION 54(c) OF THE INVESTMENT COMPANY ACT OF 1940
The undersigned business development company hereby notifies the Securities
and Exchange Commission that it withdraws its election to be subject to sections
55 through 65 of the Investment Company Act of 1940 (the "Act"), pursuant to the
provisions of section 54(c) of the Act, and in connection with such notice of
withdrawal of election submits the following information:
Name: ALLIED CAPITAL CORPORATION
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c/o Allied Capital Advisers, Inc.
1666 K Street, N.W., Ninth Floor
Address of Principal Business Office Washington, DC 20006-2803
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(No. & Street, City, State, Zip Code)
Telephone Number (including area code): 202-331-1112
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File Number under the Securities Exchange Act of 1934: 814-97
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Basis for filing the notification of withdrawal:
On December 31, 1997, Allied Capital Corporation merged with and into
Allied Capital Lending Corporation ("Allied Lending"). Allied Lending
has elected to be regulated as a business development company subject
to sections 55 through 65 of the Act pursuant to Section
54(a) of the Act and has not withdrawn such election. Pursuant to the
December 31, 1997 merger, Allied Lending changed its name to "Allied
Capital Corporation."
SIGNATURE
Pursuant to the requirements of the Act, the undersigned company has caused
this notification of withdrawal of election to be subject to sections 55 through
65 of the Act to be duly signed on its behalf in the city of Washington and
District of Columbia on the 5th day of January, 1998.
[SEAL] ALLIED CAPITAL CORPORATION
By: /s/ Jon A. DeLuca
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Jon A. DeLuca
Principal,
Chief Financial Officer
and Treasurer
Attest: /s/ Tricia B. Daniels
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Tricia B. Daniels
Secretary
