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: Southern States Power Company, Inc.

Address of Principal Business Office (No. & Street, City, State, Zip Code): 4505
Allstate  Drive,  Suite  108,  Riverside,  CA  92501

Telephone  Number  (including  area  code):  (909)  367-2463

File  Number  under  the  Securities  Exchange  Act  of  1934:  333-111351.

The following is the basis for the filing of this notification of withdrawal: is
not  currently  conducting  business  as a business development company, and the
Company  is  not able to meet the requirements of the Act as to diversification,
and  the  independent  director  requirements.

                                    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 Newport Beach and
state  of  California  on  the  11th  day  of  May,  2004.


By:   /s/  Harrison  McCoy
      Harrison  McCoy
Its:  Chief  Executive  Officer