AMQUEST MATRIX FUNDS INC
N-8A, 1996-08-29
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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:  AMquest Matrix Funds, Inc.

      Address of Principal Business Office:

      4901 NW 17th Way, Suite 407
      Fort Lauderdale, Florida  33309

      Telephone number (including area code):  (954) 772-4050

      Name and Address of Agent for Service of Process:

      Richard D. Brace
      AMquest Matrix Funds, Inc.
      4901 NW 17th Way, Suite 407
      Fort Lauderdale, Florida  33309

      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     

<PAGE>

                  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 Fort
      Lauderdale and State of Florida on the 27 day of August, 1996.


                                          AMquest MATRIX FUNDS, INC.


                                          By:   /s/ Richard D. Brace        
                                                __________________________
                                                Richard D. Brace
                                                President


                                      Attest:   /s/ Donald A. Taylor, Jr.
                                                ___________________________
                                                Donald A. Taylor, Jr.
                                                Treasurer and Secretary

                                      


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