SCHRODER CAPITAL FUNDS II
N-8A, 1996-12-30
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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:

               __________________________________________________

                            SCHRODER CAPITAL FUNDS II
             (Exact Name of Registrant as Specified in its Charter)

                   Two Portland Square, Portland, Maine 04101
                     (Address of Principal Business Office)

        Registrant's Telephone Number, including Area Code: 207-879-1900
               __________________________________________________

                             Thomas G. Sheehan, Esq.
                         Forum Financial Services, Inc.
                   Two Portland Square, Portland, Maine 04101
               (Name and Address of Agent for Service of Process)
               __________________________________________________

     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 the State of New York on the 27th day of
December, 1996.

                                 SCHRODER CAPITAL FUNDS II


                                 By:
                                      /s/ Hermann C. Schwab
                                          -----------------
                                          Chairman

Attest:
          /s/ Alexandra Poe
              -------------
              Vice President



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