AMF GROUP INC
8A12BEF, 1996-09-06
AMUSEMENT & RECREATION SERVICES
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                        SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C.  20549

                                              


                                     FORM 8-A


                FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
                     PURSUANT TO SECTION 12(b) OR (g) OF THE
                         SECURITIES EXCHANGE ACT OF 1934


                                 AMF GROUP INC.                         
              (Exact name of registrant as specified in its charter)


                  Delaware                               13-3873272     
       (State of incorporation or organization)        (IRS Employer
                                                     Identification No.)


       8100 AMF Drive, Mechanicsville, Virginia            23111         
       (Address of principal executive offices)         (Zip Code)


       If this Form relates to the registration of a class of debt securi-
       ties and is effective upon filing pursuant to General Instruction
       A(c)(1), please check the following box. [X]

       If this Form relates to the registration of a class of debt securi-
       ties and is to become effective simultaneously with the effective-
       ness of a concurrent registration statement under the Securities
       Act of 1933 pursuant to General Instruction A(c)(2), please check
       the following box. [ ]

       Securities to be registered pursuant to Section 12(b) of the Act:

       Title of each class              Name of each exchange on which
       to be so registered              each class is to be registered

       10-7/8% Series B Senior 
       Subordinated Notes due 2006      New York Stock Exchange

       12-1/4% Series B Senior 
       Subordinated Discount Notes 
       due 2006                         New York Stock Exchange

       Securities to be registered pursuant to Section 12(g) of the Act: None.<PAGE>





         ITEM 1.   DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGIS-
                   TERED.

                   A description of the 10-7/8% Series B Senior Subor-
         dinated Notes due 2006 and the 12-1/4% Series B Senior Subor-
         dinated Discount Notes due 2006 of the Registrant is set
         forth under the caption "DESCRIPTION OF EXCHANGE NOTES" in
         Amendment No. 2 to the Registration Statement on Form S-4 as
         filed with the Securities and Exchange Commission (the "Com-
         mission") on August 9, 1996 under the Securities Act of 1933,
         as amended (SEC file number 333-4877), which description is
         incorporated herein by reference.


         ITEM 2.   EXHIBITS.

                   1.   Amendment No. 2 to the Registration Statement
         on Form S-4 (the "Registration Statement") as filed with the
         Securities and Exchange Commission on August 9, 1996 under
         the Securities Act of 1933, as amended (incorporated by ref-
         erence to SEC file number 333-4877).

                   2.   Amended and Restated Certificate of Incorpora-
         tion of the Registrant (incorporated by reference to Exhibit
         3.1 of the Registration Statement).

                   3.   Amended and Restated By-Laws of the Registrant
         (incorporated by reference to Exhibit 3.2 of the Registration
         Statement).

                   4.   Indenture, dated as of March 21, 1996, as
         supplemented, by and among the Registrant, the Guarantors and
         IBJ Schroder Bank & Trust Company with respect to the Senior
         Subordinated Notes (incorporated by reference to Exhibit 4.1
         of the Registration Statement).

                   5.   Indenture, dated as of March 21, 1996, as
         supplemented, by and among the Registrant, the Guarantors and
         American Bank National Association with respect to the Senior
         Subordinated Discount Notes (incorporated by reference to
         Exhibit 4.2 of the Registration Statement).

                   6.   Form of 10-7/8% Series B Senior Subordinated
         Note (incorporated by reference to Exhibit 4.3 of the Regis-
         tration Statement).

                   7.   Form of 12-1/4% Series B Senior Subordinated
         Discount Note (incorporated by reference to Exhibit 4.4 of
         the Registration Statement).




                                      -2-<PAGE>





                   8.   Quarterly Report on Form 10-QA for the quarter
         ended June 30, 1996, as filed with the Commission on August
         27, 1996.


















































                                      -3-<PAGE>





                                   SIGNATURE


                   Pursuant to the requirements of Section 12 of the
         Securities Exchange Act of 1934, the registrant has duly
         caused this registration statement to be signed on its behalf
         by the undersigned, thereto duly authorized.


                                          AMF GROUP INC. 



         Date:     September 4, 1996      By: /s/ Stephen E. Hare      
                                             Name:  Stephen E. Hare
                                             Title: Chief Financial Officer





































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