UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC  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:

Names:                                           PEACOCK FINANCIAL CORPORATION

Address and Principal Business Office:           248 EAST MAIN STREET
                                                 SAN JACINTO, CA  92583

Telephone Number:                                (909) 487-8911

Name & address of agent for service of process:  Eric B. Rasmussen, Esq. 
                                                 4400 MacArthur Blvd,
                                                 Suite 700
                                                 Newport Beach, Ca  92660


The Company has filed a registration statement for class of equity securities 
pursuant to section 12 of the Securities Exchange Act of 1934.  Give the file 
number of registration statement or, if the file is unknown or has not yet 
been assigned, give the date on which the registration statement was filed:  
2-91651-D.

The undersigned company certifies that it is a closed-end company organized 
under the laws of Colorado and which its principal place of business is in 
California; that it will be operated for the purpose of making investments in 
securities described in section 2(48)(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 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 
Las Vegas, the state of Nevada on the 15th day of September, 1998.

                       SIGNATURE     PEACOCK FINANCIAL CORPORATION


                                BY /s/ STEVEN R. PEACOCK


Attest  /s/ Bruce Merati
        ------------------------
        Secretary
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        Title