O SHAUGHNESSY FUNDS INC
N-8A, 1996-07-03
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                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM N-8A

                          NOTIFICATION OF REGISTRATION
                         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:                                       O'SHAUGHNESSY FUNDS, INC.

Address of Principal Business Office
   (No. & Street, City, State Zip Code):    479 West 22nd Street, New York,
                                              New York, 10011

Telephone Number (including area code):     (212) 633-9700

Name and address of agent for service
  of process:                               Steven J. Paggioli
                                            Investment Company
                                              Administration Corporation
                                            479 West 22nd Street
                                            New York, NY  10011
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:

                                            /x/ Yes   / / No

     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 the state of New York on the 2nd day of July,
1996.

                                            O'SHAUGHNESSY FUNDS, INC.

                                            /s/ Steven J. Paggioli
                                            -----------------------------------
                                            By:   Steven J. Paggioli, Treasurer

Attest:  /s/ Robin Berger
         ----------------
         Robin Berger
         Secretary



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