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:  Group Management Corp.

Address of Principal Business Office (No. & Street,  City,
State, Zip Code): c/o 101 Marietta St., Suite 1070, Atlanta,
GA 30303.

Telephone Number (including area code): (404) 522-1202

File Number under the Securities Exchange Act of 1934: 814-
00628.

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 Atlanta and state of Georgia on the 6th day of September,
2003.




/s/ Lamar Sinkfield
_______________________
Lamar Sinkfield

Its: Chief Executive Officer