<PAGE>
UNITED STATES OMB APPROVAL
SECURITIES AND EXCHANGE COMMISSION -----------------------
WASHINGTON, D.C. 20549 OMB Number: 3235-0236
FORM N-54C Expires: April 30, 1997
Estimated average
burden hours per
response. . . . . 1.00
-----------------------
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: Sherry Lane Growth Fund, Inc.
---------------------------------------------------------------------------
Address of Principal Office: 320 South Boston, Suite 1000, Tulsa, OK 74103-3703
----------------------------------------------------
Telephone Number (including area code): (918) 584-7272
-----------------------------------------
File Number under the Securities Exchange Act of 1934: 814-180 and 33-96108
--------------------------
In addition to completing the cover page, a company withdrawing its
election under section 54(a) of the Act must state one of the following bases
for filing the notification of withdrawal:
------
| A. | 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.
B. The company (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.
C. The company has (1) sold substantially all of its assets to another
company; or (2) merged into or consolidated with another company.
Give the name of the other company and state whether the other company
is a registered investment company, a company excluded from the
definition of an investment company by section 3(c)(1) of the Act, a
business development company, or none of the above.
D. The company has changed the nature of its business so as to cease to
be a business development company, and such charge was authorized by
the vote of a majority of its outstanding voting securities or
partnership interests. Describe the company's new business. Give the
date of the shareholders' or partners' meeting and the number of votes
in favor of and opposed to the change.
E. The company has filed a notice of registration under section 8 of the
Act. State the filing date of the company's notice of
registration (Form N-8A) under the Act.
F. Other. Explain the circumstances surrounding the withdrawal of
election.
SIGNATURE
Form of 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 Tulsa and the state
of Oklahoma on the 16th day of February, 1998.
[SEAL] Signature Sherry Lane Growth Fund, Inc.
---------------------------------
(Name of Company)
By /s/ Barry M. Davis
---------------------------------
(Name of director, officer or
general partner signing on
behalf of the company)
Attest: /s/ Elmer C. Wilkening Barry M. Davis, Chairman and Chief
----------------------------- ----------------------------------
(Name) (Title) Executive Officer
Elmer C. Wilkening, Secretary
-----------------------------
(Title)
SEC 1938 (10-94)
<PAGE>
A D D E N D U M
PART I
On behalf of Sherry Lane Growth Fund, Inc., Form N-54C and an application
pursuant to Rule 477 of Regulation C requesting withdrawal from registration
have been forwarded to the Commission's Washington, D.C. office.
/s/ Barry M. Davis (Signature)
- --------------------------------------
Barry M. Davis
Chairman and Chief Executive Officer
(Title)
- -----------------------------
Feb. 16, 1998 (Date)
- -----------------------------
********************************************************************************
PART II
- -------
On behalf of Sherry Lane Growth Fund, Inc., I represent that, since the
effective date of registration of such entity:
(1) it has not been, and is not now operational;
(2) it has not had, and does not now have, any shareholders or assets;*
(3) it has not maintained, and does not now maintain, books and records
subject to inspection by the Commission
I further represent that this information is true and correct and may be relied
upon by the Commission with respect to the conduct of its investment
company/business development company examinations and all other purposes.
/s/ Barry M. Davis (Signature)
- ---------------------------
Barry M. Davis
Chairman and Chief Executive Officer
(Title)
- ---------------------------
Feb. 16, 1998 (Date)
- ---------------------------
*other than $20,000 initial capital contributed by James A. O'Donnell, the
founding shareholder, which assets, to the extent not spent, were returned to
him when the company was dissolved on March 27, 1997.
