DARUMA FUNDS INC
N-8A, 1996-05-14
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                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM N-8A

                          NOTIFICATION OF REGISTRATION
                      FILED PURSUANT TO SECTION 8(a) OF THE
                         INVESTMENT COMPANY ACT OF 1940


                  The undersigned investment company hereby notifies the
Securities and Exchange Commission that it registers under and pursuant to the
provisions of Section 8(a) of the Investment Company Act of 1940 and in
connection with such notification of registration submits the following
information:

Name:             THE DARUMA FUNDS, INC.

Address of Principal Business Office (No. & Street, City, State
         and Zip Code):

         c/o      The Daruma Funds, Inc.
                  237 Park Avenue, Suite 801, New York, New York  10017

Telephone Number (including area code):  (212) 808-3753

Name and Address of agent for service of process:

                  Noreen McKee
                  c/o  The Daruma Funds, Inc.
                  237 Park Avenue, Suite 801
                  New York, New York  10022

Check Appropriate Box:

                  Registrant is filing a Registration Statement pursuant to
                  Section 8(b) of the Investment Company Act of 1940
                  concurrently with the filing of form N-8A:

                           YES      X                         NO       ___
                                   ---

C/M:  12014.0001  365846.1

<PAGE>


                                   SIGNATURES


Form of signature if registrant is an investment company having a board of
directors:

Pursuant to the requirements of the Investment Company Act of 1940, the
registrant has caused this notification of registration to be duly signed on its
behalf in the City of New York and State of New York on the 13th day of May,
1996.


                                    Signature: THE DARUMA FUNDS, INC.


                                              By: /s/ Mariko O. Gordon
                                                 ------------------------------
                                                      Mariko O. Gordon
                                                      Director

Attest:  /s/ Noreen McKee
         -----------------------------
                  Noreen Mckee
                  Director

C/M:  12014.0001  365846.1



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