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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 MORTGAGE CORPORATION
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Address of Principal Business Office: c/o Allied Capital Advisers, Inc.,
1666 K Street, N.W., Ninth Floor,
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: 0-26672
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Basis for filing the notification of withdrawal:
The company has never made a public offering of its securities; does not
have more than 100 security holders for purposes of section 3(c)(1) of
the Act and the rules thereunder; and does not propose to make a public
offering.
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 31st day of March, 1997.
[SEAL] ALLIED CAPITAL MORTGAGE CORPORATION
By: /s/ Jon A. DeLuca
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Jon A. DeLuca
Executive Vice President
Attest: /s/ Tricia B. Daniels
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Tricia B. Daniels
Secretary
