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: The Franklin Holding Corporation (Delaware)
Address of Principal Business Office (No. & Street, City, State, Zip Code):
767 Fifth Avenue, New York, New York 10053
Telephone Number (including area code): (212) 486-2323
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Name and Address of Agent for service of process: Spencer Brown c/o The Franklin
Holding Corporation (Delaware) 767 Fifth Avenue, New York, New York 10053
Check one of the following:
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:......................................................................
X 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: 811-5103
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:
636742.1
<PAGE>
The undersigned company certifies that it is a closed-end company
organized under the laws of Delaware and with its principal place of business in
New York; 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 New York and state of New York on the 17th day of November, 1997.
[SEAL]
THE FRANKLIN HOLDING CORPORATION (Delaware)
(Name of Company)
By: ./s/ SPENCER BROWN
- ---------------------------------------------
Spencer Brown, Senior Vice President
Attest: ./s/ JOHN GREENBAUM
- -----------------------------------------------
John Greenbaum, Chief Financial Officer
636742.1
