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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 (the "Partnership") 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:
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Name: Equitable Capital Partners, L.P.
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Address of Principal Business Office: 1345 Avenue of the Americas, New York, New York 10105
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(No. & Street, City, State, Zip Code)
Telephone Number (including area code): (212) 969-1000
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File Number under the Securities Exchange Act of 1934: 1-16531
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BASIS FOR WITHDRAWAL:
The Partnership (1) has distributed substantially all of its assets to its
security holders 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 Partnership 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 the State of New York on the 22nd day of January, 1999.
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[The Partnership has no seal because EQUITABLE CAPITAL PARTNERS, L.P.
it is a limited partnership]
By: ALLIANCE CORPORATE FINANCE GROUP
INCORPORATED, its Managing General Partner
By /s/ ROBERT D. MCMANUS
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Robert D. McManus
Vice President, General Counsel and Secretary
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Sworn to before me this
22nd day of January 1999.
Attest: ANNE WESTPHAL
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Name: ANNE WESTPHAL
Title: Notary Public, State of New York
No. 01WE6006075
Qualified in New York County
Commission Expires May 4, 2000
[SEAL]
