ALLIED INVESTMENT CORP
N-54A, 1998-01-05
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<PAGE>   1

    As filed with the Securities and Exchange Commission on January 5, 1998

- --------------------------------------------------------------------------------
                    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:                    ALLIED INVESTMENT CORPORATION

Address of Principal Business Office (No. & Street, City, State, Zip Code):

                         C/O ALLIED CAPITAL CORPORATION
                         1666 K STREET, N.W., 9TH FLOOR
                          WASHINGTON, D.C.  20006-2803

Telephone Number (including area code):  (202) 331-1112

<TABLE>
<CAPTION>
Name and address of agent for service of process:           Copy to:
<S>                                                         <C>
WILLIAM L. WALTON,                                          STEVEN B. BOEHM, ESQUIRE
CHAIRMAN OF THE BOARD AND                                   SUTHERLAND, ASBILL & BRENNAN LLP
  CHIEF EXECUTIVE OFFICER                                   1275 PENNSYLVANIA AVENUE, N.W.
C/O ALLIED CAPITAL CORPORATION                              WASHINGTON, D.C.  20004-2404
1666 K STREET, N.W., 9TH FLOOR
WASHINGTON, D.C.  20006-2803
</TABLE>

         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 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:                                                      JANUARY 5, 1998

<PAGE>   2

[ ]  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:                     811-2707

         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 Maryland and with its principal place of
business in Baltimore City, Maryland; 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.

<PAGE>   3

                 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 Washington, D.C., on the fifth day of January, 1998.

[SEAL]                                   ALLIED INVESTMENT CORPORATION


                                         By:         /s/ William L. Walton
                                            ------------------------------------
                                                   William L. Walton
                                                   Chairman of the Board and
                                                     Chief Executive Officer



Attest:      /s/ Suzanne V. Sparrow
         ----------------------------
                 Suzanne V. Sparrow
                 Assistant Secretary


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