MANDATORY COMMON EXCHANGE TRUST
N-8A, 1996-10-04
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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:  Mandatory Common Exchange Trust

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

               245 Park Avenue, New York, New York 10167

             Telephone Number (including area code): (212) 272-2000

        Name and address of agent for service of process:

                       Wesley M. Jones
                       c/o Bear Stearns & Co., Inc.
                       245 Park Avenue
                       New York, New York 10167

        With copies of Notices and Communications to:

                       Richard T. Prins, Esq.
                       Skadden, Arps, Slate, Meagher & Flom
                       919 Third Avenue
                       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    


                                  SIGNATURES

             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 4th day of October 1996.

                  [SEAL]  

                                 By  /s/Wesley M. Jones                
                                     Wesley M. Jones
                                     Trustee

        Attest:  /s/Wesley M. Jones            
                 Wesley M. Jones
                 Secretary




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