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: ML Venture Partners I, L.P.
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Address of Principal Business Office
(No. & Street, City, State, Zip Code): World Financial Center, North Tower,
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New York, New York 10281-1326
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Telephone Number (including area code): (212) 449-1000
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File Number under the Securities Exchange Act of 1934: 0-10179
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The following is the basis for the filing of this notification of
withdrawal: The company (1) has distributed substantially all of its
assets to its securityholders and has effected, or is in the process of
effecting, a winding-up of its affairs, and (2) is not liquidating as
part of a merger.
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 New
York and State of New York on the 18th day of October, 1996.
ML VENTURE PARTNERS I, L.P.
By: Merrill Lynch Venture Capital Co., L.P.
its Managing General Partner
By: Merrill Lynch Venture Capital Inc.
its General Partner
By: /s/ Robert F. Aufenanger
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Robert F. Aufenanger
Executive Vice President
Attest: /s/ Marcia Tu
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Name: Marcia Tu
Title: Secretary
